Standard Terms of Business

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Credit Financier Invest Limited. Authorised and regulated by the Financial Conduct Authority FRN: 828955· Registered in England and Wales No.: 11634673 16 Berkeley Street, W1J 8DZ London - UK. T: +44(0)20-3907-4131/2 - E: [email protected] - w: www.cfifinancial.com/uk

CFI Standard Terms of Business

INDEX

1 Introduction ................................................................................22 Definitions and Interpretation ....................................................23 Regulatory Disclosures ................................................................64 Risk Acknowledgement ...............................................................65 Client Classification .....................................................................76 Capacity ......................................................................................77 Products and Services .................................................................78 Access and Use of the Trading Platform and/ or Secure Access

Website .......................................................................................89 Dealing Between the Firm and the Client ...................................910 Trading Confirmations and Account Statements ........................911 Joint Accounts ........................................................................... 1012 Commissions, Charges, and other Costs ................................... 1013 Payment, Withdrawal and Set-Off ............................................ 1114 Client Money ............................................................................ 1215 Client Assets.............................................................................. 1316 Tax ............................................................................................ 1417 Conflicts of Interest................................................................... 1418 Order Execution ........................................................................ 1419 Referring Partners, Fund Managers and Service Providers ....... 1420 Managed Accounts ................................................................... 1521 Margin ...................................................................................... 17

22 Security .................................................................................... 1823 Appropriateness ....................................................................... 1824 Representations, Warranties and Covenants ........................... 1925 Default and Default Remedies ................................................. 2026 Force Majeure .......................................................................... 2127 Manifest Errors ........................................................................ 2128 Gaming and/ or Abusive Strategies and/ or Arbitrage ............. 2229 Market Abuse ........................................................................... 2230 Exclusions and Limitations of Liability ...................................... 2331 Reimbursement and Indemnity ............................................... 2332 Third Party MetaTrader/C-Trader Letter of Instruction ........... 2433 Rights to Cancel/ Cooling Off ................................................... 2534 Amendments ........................................................................... 2535 Suspension and Termination .................................................... 2636 In the Event of Death ............................................................... 2637 Notices and Communication with the Client ............................ 2738 Intellectual Property ................................................................ 2739 Confidentiality, Data Protection and Information Collection ... 2840 Miscellaneous .......................................................................... 2941 Governing Law ......................................................................... 30

Schedule A · Rolling Spot Forex

Schedule B · Contracts for Difference

Schedule C · Futures and Options

Schedule D · Spread Bet

Schedule E · High-Risk Investment Notice

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1 Introduction

1.1 This document referred to as Standard Terms of Business

(these “Terms”) is part of a wider agreement between you

(the “Client”) and Credit Financier Invest Limited (the

“Firm”) in relation to the Client’s investment activities with

the Firm.

1.2 The Firm’s agreement with the Client consists of several

documents that can be accessed through the Firm’s website,

Trading Platform, or upon request, and specifically

compromises of:

1.2.1 these Terms (including the Schedules, and any additional

Addendums);

1.2.2 the Financial Terms;

1.2.3 any application or form that the Client submits to open,

maintain, or close an Account with the Firm;

1.2.4 the Notice Letter; and

1.2.5 any other specific terms and conditions entered into

between the Firm and the Client, which may be displayed

on the relevant website, and which may include any of the

following Policies:

(i) the Firm’s ‘Order Execution Policy’, which

explains certain aspects of how the Firm quotes

prices and deals with Orders and Transactions;

(ii) the Firm’s ‘Conflict of Interest Policy’, which

explains how the Firm handles conflicts of

interest in a manner that treats its clients fairly;

(iii) the Firm’s ‘Privacy Policy’, which explains how

the Firm deals with personal information the

Client provides to the Firm;

(iv) the Firm’s ‘Complaint Handling Policy’ which

details how the Firm deals with the client

complaints;

(v) The Firm’s “Negative Balance Protection Policy”

which sets out how the Firm handles negative

balance protection with Retail clients; and

(vi) any instructions, guides and worked samples

published or provided by the Firm explaining

how to enter into and close Transactions on the

Trading Platform.

which are together referred to as the ‘Agreement’. This

Agreement constitutes the entire agreement between the

Client and the Firm with respect to the subject matter hereof

and supersedes all prior contemporaneous oral or written

communications, proposals, agreements or representations

with respect to the subject matter. In the event of any conflict

or inconsistency between the main body of the Terms and the

Policies, the provisions in the Policies shall prevail.

1.3 Prior to the Client opening an Account and placing any Order

or Transaction with the Firm, it is strongly recommended

that the Client should spend the necessary time to read and

understand these Terms, as well as any additional

documents and information (forming part of the Agreement

or otherwise) available on the Firm’s website or upon

request.

2 Definitions and Interpretation

2.1 In these Terms, the following words and phrases shall,

unless the context otherwise requires, have the following

meanings and may be used in the singular or plural as

appropriate:

“Access Code” shall mean any password(s), username, or any

other security code issued by the Firm to the Client, which

would allow the Client to utilise the Firm’s Services;

“Account” shall mean any account or accounts opened in

MetaTrader/C-Trader Program and/ or Multi-Product Platform

that the Firm maintains for the Client for dealing in the

products or services made available under these Terms and in

which the Client’s cash and assets are held, and to which

realised profits and/ or losses are debited;

“Account Statement” shall mean a periodic statement of the

Transactions and/ or charges credited or debited to an

Account at a specific point in time and which will be available

to the Client on the Trading Platform;

“Agreement” shall mean as defined in Section 1.2 of these

Terms;

“Applicable Regulations” shall mean FCA Rules or any other

Rules of a relevant regulatory authority or any other rules of a

relevant Market and all other applicable laws, rules and

regulations as in force from time to time;

“Associated Firm” shall mean, in respect to the Firm, the

Firm’s subsidiaries or holding companies or subsidiaries of

such holding companies with “subsidiary” and “holding

company” being as defined in Section 1159 of the Companies

Act 2006 (as amended from time to time);

“Attorney” shall mean a Fund Manager or representative

authorised by the Client under a Limited Power of Attorney

who the Firm agrees may act for the Client and/ or give

instructions to the Firm on the Client’s behalf in respect of

these Terms;

“Base Currency” shall mean the currency in which the Client’s

Account is denominated and in which the Firm will debit and

credit the Client’s Account;

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“Business Day” shall mean any day other than a Saturday or

Sunday where the banks are open for general commercial

business in London, United Kingdom;

“Buy Limit Order” is when the Client places a Buy Limit Order

on the trading platform, the order will be triggered when the

Ask price touches the Buy Limit Order, the said will be

executed at the best available price or rejected if no price is

available, note that the Order may be filled for part or for the

full amount at a better or worse than the requested price.

“CASS Client Money Rules” shall mean those FCA Rules that

concern the holding of Client Money including CASS 7 of the

FCA’s Client Money Rules setting out the client money rules;

“CFD” shall mean a contract for difference within the meaning

of Article 85(1) of the Financial Services and Markets Act 2000

(Regulated Activities Order 2001);

“Client” shall mean you, the individual person or legal entity

who is a party to these Terms and a customer of the Firm;

“Client Asset Rules” means those FCA Rules that concern the

holding and management of Custody Assets;

“Client Money” shall mean, in accordance with the CASS Client

Money Rules, money of any currency that the Firm receives or

holds for the Client, or on the Client’s behalf, in the course of

or in connection with, the business contemplated by the

Agreement other than money which is due and payable by the

Client to the Firm or any third party;

“Closing Date” shall mean the date on which a Transaction is

closed by either the Client or the Firm in accordance with

these Terms;

“Closing Notice” shall mean a notice given to the Client by the

Firm to close all or part of any Transaction (margined or

otherwise) via the Trading Platform or by telephone as

applicable;

“Closing Price” shall mean:

(i) in the case of a Rolling Spot Forex Contract, the

exchange rate at which the Client can buy if the Rolling

Spot Forex Contract the Client wishes to close was a sell,

and/ or the exchange rate at which the Client can sell if

the Rolling Spot Forex Contract the Client wishes to

close was a buy; or

(ii) in the case of a CFD the Contract Investment Price at the

time a Closing Notice is effective as determined by the

Firm or the Contract Investment Price at the time a CFD

is closed out by the Firm exercising any of its rights

under these Terms.

“Complex Product” shall mean certain derivative products

such as, without limitation, Rolling Spot Forex Contracts, CFDs,

Spread Bets, warrants, covered warrants, and certain shares if

they are not listed on a Regulated Market or on a Market

which has equivalent standards of regulation as an EEA

Market;

“Confirmation” shall mean a notification from the Firm to the

Client confirming the Client’s entry into a Transaction;

“Contract Investment Price” shall mean the current price of an

Underlying Instrument as determined by the Firm;

“Contract Quantity” shall mean the total number shares,

contracts or other units of the Underlying Instrument that the

Client is notionally buying or selling;

“Contract Value” shall mean the Contract Quantity multiplied

by the Firm’s then current quote for closing the Transaction;

“Corporate Action” shall mean the occurrence of any of the

following in relation to the issuer of any relevant financial

instrument and/ or Underlying Instrument;

(i) any rights, script, bonus, capitalisation, or other issue or

offer of shares/ Equities of whatever nature or the issue

of any warrants, options or the like giving the rights to

subscribe for shares/ Equity;

(ii) an acquisition or cancellation of own shares/ Equities by

the issuer;

(iii) any reduction, subdivision, consolidation or

reclassification of share/ Equity capital;

(iv) any distribution of cash or shares, including payment of

dividend;

(v) a take-over or merger offer;

(vi) any amalgamation or reconstruction affecting the

shares/ Equities concerned; and/ or

(vii) any other event which has a diluting or concentrating

effect on the market value of any share/ Equity which is

an Underlying Instrument or otherwise.

“Credit Support Document” shall mean defined in Section

25.1.10 of these Terms;

“Credit Support Provider” shall mean any person who has

entered into any guarantee, hypothecation agreement, margin

or security agreement in the Firm’s favour with respect to the

Client’s obligations under these Terms;

“Custody Assets” shall mean as defined in Section 15.2 of

these Terms;

“EEA” shall mean the European Economic Area, which is all the

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countries in the EU including Iceland, Norway and

Liechtenstein;

“Eligible Counterparty” shall as defined in the FCA Rules;

“Equity” shall mean as defined in the FCA Rules, and include

the term ‘equity share’, which generally means shares

comprised in a company’s equity share capital;

“Event of Default” shall mean any of the events listed in

Section 25.1 of these Terms;

“Exceptional Market Event” shall mean the suspension,

closure, liquidation, imposition of limits, special or unusual

terms, excessive movement, volatility or loss of liquidity in any

relevant Market or Underlying Instrument, or where the Firm

reasonably believes that any of the above circumstances are

about to occur;

“FCA” shall mean the Financial Conduct Authority in the

United Kingdom or any other successor organisation authority

for the time being responsible for the regulation of investment

business in the United Kingdom;

“FCA Rules” shall mean the Handbook of Rules and Guidance

of the FCA;

“Financial Terms” shall mean the details of any interest, costs,

fees or other charges, as varied from time to time, which apply

to the Client’s Account with the Firm;

“Firm” shall mean Credit Financier Invest Limited (company

number 11634673), a private limited company incorporated

under the laws of England and Wales and having its principal

place of business at 16 Berkeley Street, W1J 8DZ London,

United Kingdom;

“Force Majeure Event” shall mean as defined in Section 26.1

of these Terms;

“Fund Manager” shall mean and individual person or legal

entity approved by the Firm and undertaking an Order and/ or

Transaction on behalf of the Client in his/ her/ its own name or

in the Client’s name;

“Futures” shall mean as defined by the FCA Rules;

“Hedging Facility” shall mean the optional feature on the

Trading Platform allowing the Client to hedge investment

positions, which can enabled or disabled;

“HMRC” shall mean HM Revenue and Customs of the United

Kingdom or any successor organisation established from time

to time;

“Insolvency Officer” shall mean as defined in Section 25.1.9 of

these Terms;

“LAMM” shall mean an abbreviation for Lot Allocation

Management Module, which means that a Fund Manager has

the ability to trade various customer accounts individually

while managing all of them through a single interface, allowing

a Fund Manager to trade, monitor, and print reports on several

accounts without the need to log in to each customer account

separately. As the Fund Manager is managing the customer’s

accounts separately, the Margin, profit and losses, and Roll-

Over fees will vary between the various customers;

“Limited Power of Attorney” shall mean the document

through which the Client appoints a Fund Manager or

representative to act and/ or give instructions on its behalf in

respect of the Agreement;

“Manifest Error” shall mean as defined in Section 27.1 of these

Terms;

“Margin” shall mean as defined in Section 21.1 of these Terms;

“Margin Call Warning” shall mean a demand for such sums by

way of Margin as the Firm may reasonably require for the

purpose of protecting itself against loss or risk of loss on

present, future or contemplated transactions in the Account

under these Terms;

“Margin Requirement” shall mean the amount of money and/

or assets that the Client is required to deposit and/ or hold

with the Firm as consideration for entering into a Transaction

and/ or maintaining an Open Position on its Account;

“Margined Transaction” shall mean any Transaction liable to

Margin;

“Market” shall mean any market or multilateral trading facility

subject to government or state regulation with established

trading rules and trading hours including without limitation a

Regulated Market as defined inMiFID;

“Market Order” is when the Client makes a market order

through a broker or brokerage service to buy or sell an

investment immediately at the best available current price.

The order maybe filled fully or partially as per what is offered

in the market.

“MiFID” shall mean as defined in Section 5.1 of these Terms;

“MetaTrader/C-Trader Program” shall mean as defined in

Section 32.1 of these Terms;

Multi-Product Platform” shall mean the Firm’s multi-product

platform as offered from time to time;

“Nominee” shall mean a nominee as designated by the Firm

from time to time;

“Non-Complex Product” shall mean certain products including,

shares traded on a Regulated Market or an equivalent Markets

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outside Europe, as well as bonds and units in a regulated

collective investment scheme;

“Non-Hedging Setting” shall mean as enabled when the Client

disables the Hedging Setting on its Trading Platform preventing

the Client from hedging investment positions;

“Notice Letter” shall mean the communication which confirms

the status and categorisation of the Client to the Firm, and

which the Client agrees and acknowledges together with the

Terms;

“Open Position” shall mean a Transaction which has not yet

been closed in whole or in part under these Terms;

“Options” shall mean as defined by the FCA Rules;

“Order” shall mean an instruction to purchase or sell a CFD

Contract, a Rolling Spot Forex Contract, a Future, Option,

Spread Bet, and/ or any other products offered by the Firm

from time to time, at a price quoted by the Firm as

appropriate;

“OTC” shall mean an abbreviation of ‘Over the Counter’ and

includes any Transaction concerning a commodity, security,

currency or other financial instrument or property, including

any option, future, or CFD which is traded off exchange by the

Firm rather than on a regulated stock or commodities

exchange;

“P&L” shall mean the total of the Client’s profits (whether

realised or not) less the Client’s losses (whether realised or

not);

“PAMM” shall mean an abbreviation or ‘Percentage Allocation

Management Module’, which means that a Fund Manager is

able to trade the funds of several customers at the same time

under one master account. That master account is only a

reflection of the sum of the various customers’ accounts.

Margin, profits and losses, commissions, and Roll-Over fees on

each position are allocated to each customer’s account based

on the percentage of the master account they make up;

“Pending Order” is an order that has been entered into the

trading platform, but will not be executed unless certain

conditions are met; the most common types of pending orders

are Buy/Sell limit; Buy/Sell Stop; Stop loss and take profit.

“Principal” shall mean the individual person or legal entity

which is a party to the Transaction;

“Professional Client” shall mean as defined in the FCA Rules;

“Referring Partner” shall mean a person or firm who acts on

behalf of the Client to effectuate an introduction of the Client

to the Firm; and who is not a Fund Manager of the Firm;

“Regulated Market” shall mean a multilateral trading system

operated by a market operator in the EEA such as the London

Stock Exchange that brings together multiple third party

buying and selling interests in financial instruments where the

instruments traded are admitted to the Market according to its

rules and systems;

“Resident of the United States of America” shall mean any

natural person resident in the United States; any company,

partnership, or other legal entity created or organised under

the laws of any jurisdiction of the United States; a branch or

agency of a foreign entity located in the United States; a trust

of which the trustee is a United States resident; an estate of

which a United States resident is the executor or

administrator; or any account held for the benefit of a

Resident of the United States;

“Retail Client” shall mean as defined in the FCA Rules;

“Rolling Spot Forex” shall mean as defined by the FCA Rules;

“Rolling Spot Forex Contract” shall mean any OTC contract

which is a purchase or sale of foreign currency entered into

between the Client and the Firm, excluding forward contracts;

“Secure Access Website” shall mean the password protected

part of the Firm’s website (or any website notified to the Client

by the Firm) through which the Client can view its Account

information;

“Secured Obligation” shall mean as defined in Section 22.1 of

these Terms;

“Security” shall mean investments within articles 76 to 80 of

the Financial Services and Markets Act 2000 (Regulated

Activities) Order 2001;

“Sell Limit Order” is when the Client places a Sell Limit Order

on the trading platform, the order will be triggered when the

Bid price touches the Sell Limit Order, the said will be executed

at the best available price or rejected if no price is available,

note that the Order may be filled for part or for the full

amount at a better or worse than the requested price.

“Service Provider” shall mean a person or firm who provides a

third-party service to the Client via the Firm which is

compatible with or enhances the Firm’s Services;

“Services” shall mean the services to be provided to the Client

by the Firm under these Terms;

“Spread Bet” shall mean a gaming contract, which under the

Financial Services and Markets Act 2000 constitutes the selling

or buying of a CFD;

“Stop-loss Order” is an order placed with a broker to sell or

buy an underlying asset when it reaches a certain price. Stop

loss orders are designed to limit an investor’s loss on a position

in a security on best effort basis but may be filled at a better or

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worse price when triggered than the price requested and may

also be filled partially or in full depending on the liquidity and

volatility in the market.

“Terms” shall mean these Standard Terms of Business

between the Client and the Firm;

“Trading Platform” shall mean the password protected online

or downloadable electronic facility where the Client can trade

with the Firm under these Terms via MetaTrader/C-Trader

Program and/ or the Multi-Product Platform or any other

platform included by the Firm from time to time;

“Transaction” shall mean a contract in a financial instrument

or any other contractual arrangement entered into between

the Client and the Firm including a Margined Transaction as

defined in these Terms; and

“Underlying Instrument” shall mean the index, commodity,

currency, Equity or other instrument, asset or factor whose

price or value provides the basis for the Firm or any third party

to determine its price or the executable price for a Market or

product.

2.2 A reference in these Terms to “Section” or Schedule” shall

be construed as a reference to, respectively, a section or

schedule in these Terms, unless the context otherwise

requires.

2.3 References in these Terms to any law, statute, regulation or

enactment shall include references to any modification,

amendment, extension, or re-enactment thereof.

2.4 In these Terms, references to an individual person shall

include body corporates, unincorporated associations,

partnerships, and individuals.

2.5 Capitalised words and phrases defined in the FCA Rules have

the same meaning in these Terms unless expressly defined

in these Terms.

2.6 Headings and notes in these Terms are for reference only

and shall not affect the contents and interpretation of these

Terms.

3 Regulatory Disclosures

3.1 The Firm has its registered office at 16 Berkeley Street, W1J

8DZ London, United Kingdom, and is authorised and

regulated by the FCA. The FCA’s address is 12 Endeavour

Square, London, E20 1JN, United Kingdom (www.fca.org.uk).

The Firm’s FCA Firm Reference Number is 828955.

3.2 As noted in Section 1.2.5, the Firm maintains a ‘Complaints

Handling Policy’, which may be provided to the Client upon

request. The Client should notify the Firm as soon as

reasonably practicable if it wants to raise a complaint or

dispute by emailing the Firm. The Client should keep its own

records of any information which might be cited in the

Client’s complaint, as that will assist the Firm in investigating

such complaints or disputes and notify the Client of the

result of the investigation. The Firm has procedures and

guidelines designed to enable it to deal with complaints

fairly and quickly; the Client may contact the Firm at any

time for further information of such procedures and

guidelines. If after receiving the Firm’s final decision for the

relevant complaint or dispute, the Client is dissatisfied with

the Firm’s handling or findings in relation to that complaint

or dispute, the Client may (if it qualifies under the FCA Rules)

refer the matter to the Financial Ombudsman Service,

Exchange Tower, Harbour Exchange Square, London, E14

9SR, United Kingdom (www.financial-ombudsman.org.uk)

for further investigation and resolution.

3.3 As an FCA regulated firm, the Firm participates in the

Financial Services Compensation Scheme. Depending on the

Client’s status and the circumstances of the Client’s claim

against the Firm, the Client may be entitled to compensation

from the Financial Services Compensation Scheme if the

Firm cannot meet its obligations to the Client; in such case,

the Client would receive compensation for any successful

claim subject to a maximum compensation of GBP 85,000.

Further information about the compensation is available

from the Financial Services Compensation Scheme, 10th

Floor, Beaufort House, 15 St Botolph Street, London EC3A

7QU, United Kingdom (www.fscs.org.uk).

4 Risk Acknowledgement

4.1 The Client acknowledges, recognises and understands as

highlighted further in Schedule E (High-Risk Investment

Notice) that trading and investments in leveraged as well as

non-leveraged products:

4.1.1 is highly speculative;

4.1.2 may involve a high degree of risk; and

4.1.3 is appropriate only for Retail Clients who, if they trade on

Margin, can assume risk of loss of their entire Margin

deposit, or

4.1.4 is appropriate only for a Professional Client or Eligible

Counterparty who, if they trade on Margin, can assume

risk of loss in excess of their Margin deposit.

4.2 The Client acknowledges, recognises and understands that:

4.2.1 because of the low Margin normally required in Margined

Transactions, price changes in the underlying asset may

result in significant losses, which for a Professional Client

or Eligible Counterparty may substantially exceed the

Client’s investment and Margin deposit;

4.2.2 when the Client instructs the Firm to enter into a

Transaction, any profit or loss arising out of a fluctuation

http://www.fca.org.uk/

http://www.fscs.org.uk/

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in the value of the asset or the underlying asset will be

entirely for the Client’s account and risk;

4.2.3 unless it is otherwise specifically agreed, the Firm shall not

conduct any continuous monitoring of the Transactions

already entered into by the Client neither individually or

manually. Hence, the Firm cannot be held responsible for

any Transactions that may develop differently from what

the Client might have presupposed; and

4.2.4 the Professional Client or Eligible Counterparty accepts

and fully understands that it has not received any

guarantees on negative balance protection or similar

representations from the Firm, any Fund Manager,

Referring Partner, Service Provider or representatives

hereof or any other entity with whom the Client deals

with relating to its Account unless the Client is Retail

where the Firm has taken steps to secure the Retail Client

for negative balance protection in accordance with the

Negative Balance Protection Policy.

5 Client Classification

5.1 In compliance with the European Directive 2014/65/EU of 15

May 2014 on Markets in Financial Instruments (MiFID) and

with the implementation into English legislation (through

changes to the Financial Services and Markets Act 2000

(Markets in Financial Instruments) No.2 Regulations 2017,

secondary legislation and the FCA Rules), the Firm classifies

its clients into three main categories: Eligible Counterparties,

Professional Clients, and Retail Clients.

5.2 The Firm attaches different levels of regulatory protection to

each category and hence to clients within each category. In

particular, Retail Clients are afforded the most regulatory

protection; Professional Clients and Eligible Counterparties

are considered to be more experienced, knowledgeable and

sophisticated and able to assess their own risk; they are thus

afforded fewer regulatory protections as furthermore

highlighted in the Notice Letter.

5.3 The Firm classifies the Client in accordance with the FCA

Rules, and based on the Client’s Account opening

documentation and as furthermore highlighted in the Notice

Letter.

5.4 Following from classification of the Client based on the

aforementioned criteria, the Firm offers its Clients the

possibility to request reclassification and thus to increase or

decrease the level of regulatory protections afforded. Where

a Client requests a different categorisation, the Client needs

to meet certain specified quantitative and qualitative

criteria. On the basis of the Client’s request, the Firm will

undertake an adequate assessment of the expertise,

experience and knowledge of the Client to give reasonable

reassurance, in the light of the nature of the transactions of

Services envisaged, and that the Client is capable of making

his/ her/ its own investment decisions and understanding

the risks involved. However, if the above-mentioned criteria

are not met, the Firm reserves the right to choose whether

to provide Services under the requested classification.

6 Capacity

6.1 In relation to any Transaction, the Firm will effect such

Transaction as Principal. The Client shall, unless otherwise

agreed in writing, relative to the Firm, enter into

Transactions as a Principal.

7 Products and Services

7.1 Subject to the Client fulfilling its obligations under these

Terms, the Firm may enter into Transactions with the Client

in the following investments and instruments:

7.1.1 Rolling Spot Forex and forward bullion, currencies, and

OTC derivatives;

7.1.2 CFDs on commodities, Securities, indices, currencies and

base and precious metals;

7.1.3 options to acquire or dispose of any of the instruments

above, including options on options;

7.1.4 Spread Bets;

7.1.5 such other instruments as the Firm may from time to time

offer.

7.2 The investments and instruments provided by the Firm may

be:

7.2.1 Margined Transactions; or

7.2.2 Transactions in instruments which are: traded on a

recognised or designated investment exchanges; traded

on exchanges which are not recognised or designed

investment exchanges; not traded on any stock or

investment exchange; and/ or not immediately and readily

realisable.

7.3 The Firm may, and at any time, cease to offer any Services

and/ or remove products from its then prevailing offering. If

the Client has an Open Position under a Service that is being

terminated or in a product that is being removed for any

reason whatsoever, the Firm will provide the Client with

reasonable notice in writing, where possible, that it intends

to terminate a Service or remove a product. The Firm aims

to provide the Client with at least ten (10) Business Days’

notice, where possible, in which to close any Open Position

that it may hold on such affected Service or product.

However, where in the Firm’s reasonable opinion it is

necessary or fair to do so, the Firm reserves the right to

provide a shorter notice period or no notice at all. Where

notice is given, the Client should cancel any Orders and/ or

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close any Open Positions in respect of such affected Services

or products before the time specified in the Firm’s notice. If

the Client does not do this, the Firm will cancel any Orders

and close down any Open Positions in respect of the

affected Service or product at the time and in the manner

specified in the notice.

7.4 Dealings with the Client will be carried out by the Firm on an

execution-only basis.

7.5 The Firm will not make any recommendations or advice on

the merits of purchasing, selling, or otherwise dealing in

particular investments or executing particular investments

or executing particular Transactions, their taxation

consequences or the composition of any account or any

other rights or obligations attaching to such investments or

Transactions. The Client should bear in mind that any

explanation provided by the Firm as to the terms of a

Transaction or its performance characteristics does not itself

amount to advice on the merits of the investment. Where

the Firm provides general trading recommendations,

independent research, market commentary, guidance of

shareholding disclosure or other information to Clients who

receive an execution-only service:

7.5.1 this is incidental to the Firm’s relationship with the Client

and is provided solely to enable the Client to make

independent investment decisions;

7.5.2 the Client acknowledges that where such information is

general and not specifically targeted at the Client, the

information does not amount to a personal

recommendation or advice;

7.5.3 the Firm gives no representation, warranty or guarantee

as to the accuracy or completeness of such information or

as to the legal, tax, or accountancy consequences of any

Transaction; and

7.5.4 where the information is in the form of a document

(electronic or otherwise) containing a restriction on the

person or category of persons for whom that document is

intended or to whom it is to be distributed to, the Client

agrees that it will not pass on any information contrary to

such restriction.

7.6 Market Commentary: The Client agrees the Company

provides execution only services and that any information,

reports, opinions, commentary or other materials he

receives from the Company directly or from its employees or

through any analytical tools provided to him or third party

research provided to him from the Company shall not be

deemed as investment advice and it cannot be relied upon

to make investment decisions. The Client commits to make

his own research and from external sources as well to make

any investment. The Client accepts the Company will not

accept liability for any loss or damage, including without

limitation to, any loss of profit, which may arise directly or

indirectly from use of or reliance on such information. The

contents of any report provided should not be construed as

an express or implied promise, as a guarantee or implication

that clients will profit from the strategies herein, or as a

guarantee that losses in connection therewith can, or will be

limited.

8 Access and Use of the Trading Platform and/ or Secure Access

Website

8.1 In order to use the Trading Platform and/ or the Secure

Access Website, the Client will need to request a username

and password (“Access Code”) from the Firm. The Client will

need to provide the Access Code each time it wishes to use

the Trading Platform and/ or Secure Access Website.

8.2 In relation to the Access Code, the Client acknowledges and

undertakes that:

8.2.1 the Client will be responsible for the confidentiality and

use of its Access Code;

8.2.2 other than with the Firm’s prior written consent, the

Client will not disclose its Access Code to persons for any

purpose whatsoever;

8.2.3 the Firm may rely on all instructions, orders and other

communications entered using the Client’s Access Code,

and the Client will be bound by any Transaction entered

into or expense incurred on its behalf in reliance on such

instructions, order and other communications; and

8.2.4 the Client will immediately notify the Firm if the Client

becomes aware of the loss, theft or disclosure to any third

party or of any unauthorised use of its Access Code.

8.3 If the Firm believes that unauthorised persons are using the

Client’s Access Code without the Client’s knowledge, the

Firm may, without prior notice, suspend the Client’s rights to

use the Trading Platform, Furthermore, if the Firm believes

that the Client supplied its Access Code to other persons in

breach of Section 8.2.2 above, the Firm may terminate these

Terms forthwith.

8.4 Access to the Trading Platform and/ or Secure Access

Website is provided “as is”. The Firm makes no warranties,

express or implied representations or guarantees as to the

merchantability and/ or fitness for any particular purpose or

otherwise with respect to the Trading Platform and/ or

Secure Access Website, their content, any documentation or

any hardware of software provided. Technical difficulties

could be encountered in connection with either the Trading

Platform and/ or Secure Access Website. These difficulties

could involve, among others, failures, delays, malfunction,

software erosion or hardware damage, which could be the

result of hardware, software or communication link

inadequacies or other causes. Such difficulties could lead to

9/48


possible economic and/ or data loss. In no event will the

Firm, any Associated Firm, or any of their employees be

liable for any possible loss (including loss of profit or

revenue whether direct or indirect), cost or damage

including, without limitation, consequential, unforeseeable,

special or indirect damages or expenses which might occur

as a result of or arising out of using, accessing, installing,

maintaining, modifying, de-activating, or attempting to

access either the Trading Platform and/ or Secure Access

Website or otherwise.

9 Dealing Between the Firm and the Client

9.1 In accordance with these Terms, the Client may request an

indicative quote, provide the Firm (or any of its Associated

Firms and/ or Fund Managers where so permitted by the

Firm) with oral or electronic instructions (which shall include

instructions provided via the internet) or otherwise trade

with the Firm as follows:

9.1.1 Generally, all requests for indicative quotes, orders for

execution of Transactions between the Client and the Firm

and other trade matters must be given to the Firm

electronically through the Trading Platform or by

telephone where applicable.

9.1.2 Where the Client wishes to trade in Rolling Spot Forex, the

Client should deal with the Firm in accordance with the

terms of Schedule A (Rolling Spot Forex).

9.1.3 Where the Client wishes to trade in CFDs, the Client

should deal with the Firm in accordance with the terms of

Schedule B (Contracts for Difference).

9.1.4 Where the Client wishes to trade in Futures and Options,

the Client should deal with the Firm in accordance with

the terms of Schedule C (Futures and Options).

9.1.5 Where the Client wishes to trade in Spread Bets, the Client

should deal with the Firm in accordance with the terms of

Schedule D (Spread Bets).

9.2 As stipulated in Section 9.1 above, the Firm will provide the

Client with quotes via the Trading Platform or over the

telephone. Verbal quotes provided by the Firm (or any of its

Associated Firms or Fund Managers where permitted) are

indicative only. Indicative quotes are provided for

information purposes only and do not constitute an offer to

buy or sell any product or instrument at that price. Where

the Client places an Order at the Firm’s then offered rate,

the Client acknowledges that such rate may differ from the

indicative quote provided by the Firm.

9.3 Any instruction sent via the Trading Platform or by

telephone where applicable shall only be deemed to have

been received and shall only then constitute a valid

instruction when such instruction has been recorded by the

Firm and confirmed by the Firm to the Client orally or

through the Trading Platform. An instruction shall not

constitute a binding Transaction between the Firm and the

Client even if accepted by the Firm. A binding Transaction

between the Firm and the Client will only occur when an

instruction is accepted, executed, recorded and confirmed

by the Firm to the Client through the Trading Platform, trade

Confirmation and/ or Account Statement. When instructions

are given over the telephone the Firm or its affiliates and

agents shall acknowledge the reception of the instructions

orally or in writing, as appropriate.

9.4 The Firm shall be entitled to rely upon any instruction given

or purporting to be given by the Client or any other person

on the Client’s behalf without further enquiry as to the

genuineness, authority or identity of any such person giving

or purporting to give such instructions.

9.5 The Firm may, at its discretion, refuse to accept any

instruction from the Client, without giving any reasons or

notice to the Client. Additionally, the Firm may refuse to

execute any instruction with or without reason or notice and

the Firm may cancel any instructions as previously given by

the Client provided that the Firm has not acted on the

Client’s instructions. Acceptance of any instructions does not

constitute any agreement or representation that the Firm

will execute the instructions. A valid contract between the

Client and the Firm will only be formed/ closed and/ or an

instruction will only be executed when the Client receives a

trade Confirmation from the Firm or the Trading Platform

shows that an instruction has been executed (whichever is

earlier).

9.6 If the Firm offsets positions against other clients/brokers, the

Firm reserves the right to do so at different prices.

10 Trading Confirmations and Account Statements

10.1 The Firm will provide the Client with general Account

information through the Trading Platform and/ or Secure

Access Website. Account information will usually include

Confirmations with ticket numbers, purchase and sale rates,

used margin, amounts available for margin trading,

statements of profits and losses, current open and pending

positions and any other information as required by the FCA

Rules. Updated Account information will generally be

available no more than twenty-four (24) hours after any

activity takes place on the Client’s account on the Trading

Platform.

10.2 The Client acknowledges and agrees that the posting of

Confirmations will be deemed delivered when made

available on the Trading Platform by the Firm to the Client.

The Client may request receipt of Confirmations in hard

copy or via email at any time by submitting a written request

to the Firm. Confirmations shall, in the absence of Manifest

Error or grossly obvious inaccuracies, be conclusive and

binding on the Client, unless the Client notifies the Firm of

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10.2.1

10.2.2

10.2.3

10.3

its rejection in writing within two (2) Business Days of:

the Firm’s posting of the Confirmation within the Trading Platform and/ or Secure Access Website where the Client has not elected to receive trade Confirmation in hard copy or via email; or

dispatch of the Confirmation to the Client in hard copy or via email, where the Client has elected to receive Confirmations in hard copy or via email, or

if the Firm notifies the Client of an error in the Confirmation within the same period.

The Client acknowledges that the daily/monthly statements are sent by CFI UK to the Client as these are received by the sister company CFI Global Management Ltd.

Through the Trading Platform and/ or Secure Access

Website, the Client can generate daily, monthly and yearly

reports of its Account. The provision of Account information

is coupled with the Client’s ability to generate such reports

and will be deemed delivery of Account Statements by the

Firm to the Client. The Client has an obligation to generate

its own Account Statements at least once a month for the

preceding month. The Client may request receipt of Account

Statements in hard copy or via email at any time by

submitting a written request to the Firm. Account Statement

shall, in the absence of Manifest Error or grossly obvious

inaccuracies, be conclusive and binding on the Client, unless

the Client notifies the Firm of its rejection in writing within

two (2) Business Days of:

10.3.1 The first day of each month (such rejection to pertain to

the previous month in accordance with the Client’s

obligations under this Section 10.3) where the Client has

not elected to receive Account Statements in hard copy or

via email; or

10.3.2 dispatch of the Account Statement to the Client in hard

copy or via email, where the Client has elected to receive

Account Statements in hard copy or via email, or if the

Firm notifies the Client of an error in the Account

Statement within the same period.

11 Joint Accounts

11.1 Where the Agreement is entered into between the Firm and

more than one (1) person, as regards to each person (except

where the Firm has agreed otherwise in writing):

11.1.1 both persons shall be considered a Client and their

obligations and liabilities under the Agreement are joint

and several (which means, for instance, that any one

person can withdraw the entire balance of the Account,

and in the case of a debit balance or debt owed by the

Client to the Firm, each account holder is responsible for

the repayment of the entire balance and not just a share

of it);

11.1.2 they each have full authority (as full as if they were the

only person entering into the Agreement) on behalf of the

other to give or receive any instruction, notice, request or

acknowledgement without notice to the others, including

an instruction to liquidate and/ or withdraw investments

from any Account and/ or close any Account;

11.1.3 the Firm may in its sole and absolute discretion, require an

instruction request or demand to be given by all joint

account holders before the Firm takes any action for any

reason or no reason whatsoever;

11.1.4 any such person may give the Firm an effective and final

discharge in respect if any obligations under the

Agreement; and

11.1.5 upon the death or incapacity (mental or physical) of any

joint account holder, the Firm will transfer the

investments and the responsibility for any obligations

connected with the Account into the surviving/capable

joint account holder’s sole name. These Terms will remain

in full force between the Firm and the surviving/capable

joint account holder. The Firm at its sole and absolute

discretion require that, prior to the execution of an order

and or instruction may inform and or notify the other

Account Holders accordingly.

11.2 Unless otherwise agreed in writing, the Firm may contact

and deal only with the account holder named first in the

Firm’s records, subject to any legal requirements to the

contrary.

11.3 Either account holder may ask the Firm to convert the

Account into a sole Account. The Firm may (but shall not be

obliged) require authority from all Account holders before

doing so. Any person removed from the Account will

continue to be liable for all obligations and liabilities under

the Agreement relating to the period before they were

removed from the Account.

12 Commissions, Charges, and other Costs

12.1 The Client shall be obliged to pay the Firm for the

commissions and charges set out in the Financial Terms, and

any additional commissions and charges agreed between

the Firm and Client from time to time whether in the

Financial Terms or not.

12.2 If the Firm acts as an agent and executes transactions on the

Client’s behalf, the Firm will account to the Client only in

respect of the price at which the transaction is contracted.

The Firm will pay such charges as may arise in the course of

the Transaction in accordance with its contract with the

counterparty or intermediate broker to the transaction, and

the Firm will charge the Client in accordance with the Firm’s

Financial Terms with the Client. The Firm will not account to

the Client for any difference between the charges that the

Client pays the Firm and the charges that the Firm pays to

the counterparty or intermediate broker.

10.2.4

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12.3 The Firm reserves the right to amend the Financial Terms

from time to time, with notice to the Client where possible.

The Client is responsible for regularly reviewing the Financial

Terms for any modifications and agrees to be bound by the

same.

12.4 Independent of Sections 12.1,12.2 and 12.3 above, the Firm

shall be entitled to demand that the following expenses are

paid separately by the Client with notice:

12.4.1 all extraordinary disbursements resulting from the Client

relationship (e.g. telephone, telefax, courier, and postal

expenses) in cases where the Client requests hard copy

Confirmation, Account Statements etc. which the Firm

could have delivered in electronic form;

12.4.2 any expenses of the Firm caused by the Client’s non-

performance of its obligations under these Terms,

including a fee determined by the Firm in relation to

forwarding of reminders, legal assistance, etc.;

12.4.3 administration fees in connection with security deposits,

and any expenses of the Firm in relation to a pledge, if

provided, including any insurance premium payments;

12.4.4 the expenses will be charged either as a fixed amount

corresponding to payments effected, or as a percentage

or hourly rate corresponding to the Service performed in-

house. The methods of calculations may be combined. The

Firm reserves the right to introduce new expenses.

12.5 The Firm may receive remuneration from, or share

commissions and charges with, its associates, liquidity

providers, the Client’s Referring Partner, Fund Manager or

other third parties in connection with Transactions carried

out on the Client’s behalf. The Firm or any associate may

benefit from commission, mark-ups, mark-downs or any

other remuneration where it acts for the counterparty to a

Transaction. Details of such remuneration or sharing

arrangements will be made available to the Client following

a written request.

12.6 Unless specified otherwise in the Terms, all amounts due to

the Firm (or Fund Managers, Referring Partners used by the

Client) under the Terms shall be deducted from any monies

held by the Firm for the Client.

12.7 If the Firm receives or recovers any commission, cost,

expense, fee or any other amount in respect of a Client’s

obligations under these Terms in a currency other than that

in which the amount was payable, whether pursuant to a

judgment of any court or otherwise, the Client shall

indemnify the Firm and hold the Firm harmless from and

against any cost (including costs of conversion) and loss

suffered by the Firm as a result of receiving such amount in

a currency other that the currency in which it was due.

13 Payment, Withdrawal and Set-Off

13.1 The Client agrees to comply with the following when making

payments to the Firm under these Terms:

13.1.1 payments due (including deposits) will be required in

Pounds Sterling, United States Dollars, Euros, or any other

currency specified by the Firm from time to time;

13.1.2 the Client may make any payment due to the Firm

(including deposits) by bank wire or any other method

specified by the Firm from time to time. Unless otherwise

agreed between the Firm and the Client, the Firm will not

accept payments or deposits in the form of cash;

13.1.3 the Client is responsible for all third party electronic,

telegraphic transfer, or other bank fees in respect of

payment as well as any fees or charges imposed by the

Firm, which may be based on the elected payment

method. Any fees or charged imposed by the Firm will be

listed on the Financial Terms;

13.1.4 if any payment is not received by the Firm on the date

such payment is due, then (without limitation of any other

rights the Firm may have) the Firm will be entitled to

charge interest on the overdue amount (both before and

after judgment) at the interest rate prescribed in the

Financial Terms from the date payment was due until the

actual date of payment;

13.1.5 any payment made to the Firm will only be deemed to

have been received when the Firm receives cleared funds;

and

13.1.6 the Client bears the responsibility to ensure that

payments made to the Firm are correctly designated in all

respects, specifying without limitation the Client’s

Account details where required by the Firm.

13.2 The Client will be asked to designate a Base Currency for its

Account which shall either be Pounds Sterling, United States

Dollars, Euros, or any other currency specified by the Firm

from time to time. Where the Client wishes to deposit funds

in its Account in a currency other than its designated Base

Currency, the Firm will convert such funds into the Client’s

Base Currency unless the Firm accepts alternative

instructions from the Client. The terms of this Section 13.2

will also apply where any interest or payments made by the

Firm to the Client’s Account are in a currency other than the

Client’s Base Currency.

13.3 Where the Client has a positive balance in its Account, the

Client may request a withdrawal from the Firm, for any

portion of the positive balance. The Firm may at its sole and

absolute discretion withholds, deduct or refuse to make a

payment (in whole or in part) due to the Client where:

13.3.1 the Client has Open Positions on the Account showing a

loss;

12/48


13.3.2 the requested payment would reduce the Client’s Account

balance to less than the Margin required for the Client’s

Open Positions;

13.3.3 the Firm reasonably considers that funds may be required

to meet any current or future Margin Requirement on

Open Positions due to underlying market conditions;

13.3.4 the Client has any actual or contingent liability to the Firm,

its associates or its Associated Firms; and/ or

13.3.5 the Firm reasonably determines that there is an

unresolved dispute between the Firm and the Client

relating to these Terms or any other agreement between

them.

13.4 All payments from the Client’s Account shall be made by

bank wire transfer or any other method specified by the

Firm from time to time.

13.5 All payments from the Client’s Account will be made in the

Base Currency of that Account, unless the Client and the

Firm agree in advance that such payment should be made in

a different currency. The terms of this Section 13.5 will also

apply where any interest, costs, commissions or other

charges to be debited from the Client’s Account are in a

currency other than the Client’s Base Currency. Where the

Client and the Firm agree that such payment should be

made in a different currency, the Firm will convert the

relevant payment amount from the Base Currency to the

then agreed currency for payment.

13.6 Whenever the Firm conducts currency conversions, the Firm

will do so at such reasonable rate of exchange as the Firm

selects. The Firm shall be entitled to add a mark-up to the

exchange rates.

13.7 Unless the Firm provides the Client with a written notice to

the contrary, all payments and deliveries by the Firm to the

Client will be made on a net basis and the Firm shall not be

obliged to deliver or make payment to the Client unless and

until the Client provides the Firm with the appropriate

documents or cleared funds.

13.8 Without prejudice to the Firm’s right to require payment

from the Client in accordance with these Terms, the Firm

will have the right at any time to set off any losses incurred

in respect of, or any debit balances in, any accounts

(including a joint account and an account held with an

Associated Firm) in which the Client may have an interest. If

any loss or debit balance exceeds all amounts so held, the

Client must forthwith pay such excess to the Firm whether

demanded or not. The Client also authorises the Firm to set

off sums held by the Firm for or to the Client’s credit in a

joint account against losses incurred by the joint account

holder. The Client also authorises the Firm to set off any

losses incurred in respect of, or any debit balances in, any

account held by the Client with an Associated Firm against

any credit on the Client’s Account (including a joint account)

with the Firm.

14 Client Money

14.1 Where the Firm classifies the Client as a Retail Client or a

Profesisonal Client:

14.1.1 subject to the Terms, the Firm will treat money received

from the Client or held by the Firm on the Client’s behalf

in accordance with CASS Client Money Rules. CASS Client

Money Rules require the Firm to segregate its clients’

money from the Firm’s own money, they do not require

the Firm to segregate the money of any individual Client

from the money of any other. Consequently, where the

Firm holds client money in accordance with CASS Client

Money Rules, it will be pooled with money belonging to

the Firm’s other clients;

14.1.2 the Firm may:

(i) hold Client Money in bank accounts in the

United Kingdom, and in other territories that

are within or outside the European Economic

Area (“EEA”). Client Money held outside the

EEA may be subject to the jurisdiction of that

territory and the Client’s rights may differ

accordingly. In the event of insolvency or any

other equivalent failure of that bank, the

Client’s money may be handled differently from

the treatment which would apply if the money

was held with a bank in the EEA; and/ or

(ii) allow a third party, such as an exchange, a

clearing house, or an intermediate broker, to

hold or control Client Money where the Firm

transfers the Client Money for the purposes of

a Transaction for the Client through or with

that party (for example, a Margin

Requirement), who may be located either

inside or outside of the EEA;

14.1.3 unless otherwise agreed in writing, the Client

acknowledges and agrees that the Firm will not pay the

Client interest on Client Money or any other

unencumbered funds. The Client expressly waives any

entitlement to interest under CASS Client Money Rules or

otherwise;

14.1.4 the Firm is not responsible for the solvency, acts or

omissions of any bank or other third party with which

Client Money is held; and

14.1.5 the Client agrees that the Firm may cease to treat as Client

Money any balance held by the Firm on the Client’s behalf

where the Firm has determined that there has no

movement on the balance for a period of six (6) years

13/48


(notwithstanding any payments or receipts of charges,

interest or similar items) and the Firm is unable to trace

the Client after taking reasonable steps to contact.

14.2 Where the Firm classifies the Client as Eligible Counterparty

Client:

14.2.1 the Client acknowledges and agrees that title in

and/ or ownership of all of the money the Client

deposits with the Firm to cover its Margin

Requirement shall be transferred to the Firm

pursuant to a title transfer collateral arrangement

in accordance with this provision and for the

purpose of securing or covering the Client’s

present, future, actual, contingent or prospective

obligations, and the Firm will not hold such money

in accordance with CASS Client Money Rules. Any

money received by the Firm from the Client or a

third party for the Client’s Account will be owed by

the Firm to the Client. Since CASS Client Money

Rules do not apply, the Client does not have a

proprietary claim over money transferred to the

Firm, and the Firm can deal with it in its own right.

The Firm will transfer an equivalent amount of

money back to the Client where the money is due

to be repaid to the Client or, in the Firm’s sole and

absolute discretion, the Firm considers that the

amount of money the Client has transferred to the

Firm is more than what is necessary to cover the

Client’s present, future, actual, contingent or

prospective obligations to the Firm. In determining

the amount of Margin and the amount of the Firm’s

obligations towards the Client, the Firm may apply

such methodology (including judgements as to the

future movement of markets and values), as the

Firm considers appropriate, and consistent with the

Applicable Regulations;

14.2.2 by placing money with the Firm, the Client agrees

that all money transferred into the Client’s Account

is done so in anticipation of a Transaction with the

Firm, and therefore has the purpose of securing or

covering the Client’s present, future, actual,

contingent or prospective obligations to the Firm.

The Client should not place any money with the

Firm that is not for the purpose of securing or

covering the Client’s present, future, actual,

contingent or prospective obligations to the Firm,

and as a minimum to meet the Margin Requirement

with the Firm;

14.2.3 the Client expressly acknowledges that any money

the Client transfers to the Firm will not be

segregated from the Firm’s own money and that

the Client will rank as a general creditor of the Firm

in the event of insolvency or an equivalent failure;

14.2.4 the client represents and warrants to the Firm that

it is the sole owner of or otherwise has the right to

transfer all money it transfers to the Firm free and

clean of any security interest, lien, encumbrance, or

any other restriction; and

14.2.5 unless otherwise agreed in writing, the Client

acknowledges and agrees that the Firm will not pay

the Client interest on any money provided to the

Firm under this Section Error! Reference source not f

ound. (Client Money). The Client therefore

expressly waives any entitlement to any interest.

15 Client Assets

15.1 The Client agrees that the Firm will act as a custodian of the

Client’s assets which it may from time to time agree to

safeguard and administer under the Terms and in

accordance with the Custody Rules. Subject to the Terms,

and where so specifically designated and notified to the

Client, the Firm will treat assets including financial

instruments received from the Client or held by the Firm on

the Client’s behalf in accordance with the Client Asset Rules.

Client assets will be held separate from the Firm’s assets

under arrangements designed to ensure that Client assets

are easily identified as assets belonging to its customers.

15.2 The Firm shall open one or more custody accounts in the

name of its general customer population recording any

shares, stocks, debentures, bonds, securities, or other

similar property (including evidence of or title to securities

and all rights in respect of securities) deposited or

transferred by the Client or on the Client’s behalf with or to

the Firm or the Firm’s sub-custodian or collected by the Firm

or the Firm’s sub-custodians for the Client’s Account

(hereinafter, “Custody Assets”). The Firm shall at all times

reserve the right to reverse any provisional or erroneous

entries (including reversals necessary to reflect adjustments

by the Firm’s sub-custodian to its records as a result of bad

deliveries) to the custody accounts with effect back-valued

to the date upon which the final or correct entry (or no

entry) should have been made.

15.3 Custody Assets which are in registerable form may be

registered in the Client’s name or in the name of the Firm’s

Nominee. The Client agrees that registerable Custody Assets

may also be registered in the name of a third part or in the

Firm’s name, but only if the particular Custody Asset is

subject to the law or market practice of an overseas

jurisdiction, it is in the Client’s best interest or it is not

feasible to do otherwise.

15.4 The Firm may from time to time delegate to sub-custodians,

nominees, agents, depositories, clearing houses and clearing

systems inside or outside of the United Kingdom and which

may include Associated Firms any of the duties under these

custody terms including (without limitation) the safekeeping

14/48


of the Custody Assets (together “Third Parties”). The Firm

will not be responsible for the solvency, acts or omissions of

any Third Party with which the Custody Assets are held

except where the Firm has acted negligently, fraudulently or

in wilful default in relation to appointment of the Third

Party. Consequently, if the Third Party becomes insolvent,

there may be some risk to the Client’s Custody Assets.

15.5 The Firm may use a Third Party in a country which is not an

EEA state and where the holding and safekeeping of the

financial instruments are not regulated. The Firm will only

do so when the nature of the financial instruments or of the

other services provided to the Client requires them to be

deposited with such a Third Party.

15.6 The Client’s Custody Assets may be held overseas by a Third

Party on the Firm’s behalf, and furthermore:

15.6.1 the Client’s Custody Assets may be held in a pooled

account by the Third Party, and there is a risk that the

Client’s Custody Assets could be withdrawn or used to

meet obligations of other customers, or that the balance

of assets held by the Third Party does not reconcile to

hold, and the Client may not in such circumstances receive

its full entitlement of Custody Assets;

15.6.2 in some jurisdictions, it may not be possible to identify

separately the Custody Assets which a Third Party holds

for customers from those which is holds for itself or for

the Firm, and there is a risk that the Client’s Custody

Assets could be withdrawn or used to meet the

obligations of the Third Party, or lost altogether if the

Third Party becomes insolvent; and

15.6.3 legal and regulatory requirements may be different from

those applying in the United Kingdom particularly where

an account containing the Client’s Custody Assets is

subject to the laws of a non-EEA jurisdiction.

15.7 The Client acknowledges and agrees that a depositary may

have a lien, right of retention, right of set-off or sale, and/ or

other security interests over the Client’s Custody Assets

based on properly incurred charges and liabilities arising

from the provision of custody services by the depositary to

the Firm and in respect of Custody Assets held by the

depositary on behalf of the Client or the Firm’s customers.

16 Tax

16.1 The Firm shall not provide any advice to the Client on any

tax issue related to any Services. The Client is advised to

obtain individual and independent counsel with respect to

tax implications of the respective Services.

16.2 The Client is responsible for the payment of all taxes that

may arise in relation to its Transactions.

17 Conflicts of Interest

17.1 The Firm, its associates or Associated Firms, may have an

interest in relation to any Transaction affected, or advice

provided by the Firm under the Terms.

17.2 The Firm is required to take all appropriate steps to identify

and prevent conflicts of interest between the Firm and its

customers as well as conflicts of interest between customers

that arise in the course of the Firm’s provision of Services.

The Firm operates in accordance with a Conflict of Interest

Policy it has designed for this purpose (where it identified

those situations in which conflicts of interest may arise, and

in each case, the steps the Firm has taken to prevent that

conflict). The Firm’s Conflict of Interest Policy is available

upon written request to the Firm.

17.3 In the event that the Firm’s organisational and

administrative arrangements to prevent or manage its

conflicts of interest are not sufficient to ensure, with

reasonable confidence, that the risks of damage to the

interests of the Client will be prevented, in that event, the

Firm must provide the Client with the following:

17.3.1 A clear statement that the steps taken by it to prevent the

conflict are not sufficient to manage the risk of damage to

the Client;

17.3.2 Specific description of the conflicts that arise from that

service;

17.3.3 Explanation of the risks that arise and steps taken to

mitigate the risks; and

17.3.4 Explanation that the Firm’s organisational and

administrative arrangements are not sufficient to protect

the Client.

18 Order Execution

18.1 The Firm will execute the Client’s orders in accordance with

the Firm’s Order Execution Policy, a copy of which is

available on the Firm’s website, and the Client will confirm

that he/ she have read it and agreed to it, and the Firm

considers the Client’s continued business constitutes the

Client’s continued consent to the Order Execution Policy.

The Firm may amend the Order Execution Policy from time

to time by giving the Client not less than thirty (30) days’

written notice unless otherwise required to comply with

applicable law, rules or regulation.

19 Referring Partners, Fund Managers and Service Providers

19.1 The Client may have been referred to the Firm by a Referring

Partner, Fund Manager and/ or may utilise any third-party

system, course, program, software or trading platform

offered by a Service Provider. If so, the Firm shall not be

responsible for any agreement made between the Client and

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the Client’s Referring Partner, Fund Manager and/ or Service

Provider, or lack thereof. The Client further acknowledges

that its Referring Partner, Fund Manager, and/ or Service

Provider is/ are not authorised to make any representations

concerning the Firm or the Firm’s Services.

19.2 The Firm does not control, and it cannot endorse or vouch

for the accuracy or completeness of any information advice

or product the Client may have received or may receive in

the future from a Referring Partner, Fund Manager and/ or

Service Provider. The Client understands and acknowledges

that the Referring Partner, Fund Manager and/ or Service

Provider may not be regulated by a government agency or

regulatory authority. Moreover, the Firm does not endorse

or vouch for the services provided by a Referring Partner,

Fund Manager and/ or Service Provider. Since a Referring

Partner, Fund Manager and/ or a Service Provider are not an

employee of the Firm, it is the Client’s responsibility to

properly evaluate a Referring Partner, Fund Manager and/

or Service Provider before engaging its services.

19.3 The Client is specifically made aware that the Client’s

agreement with its Referring Partner, Fund Manager and/ or

Service Provider may result in additional costs for the Client

as the Firm may pay a one-off fee or regularly scheduled

fees or commissions to such person or entity from the

Client’s Account.

19.4 The Client is also specifically made aware that the Client’s

Agreement with its Referring Partner, Fund Manager and/ or

Service Provider may result in additional costs for the Client

where the Client and Referring Partner, Fund Manager and/

or Service Provider agree to compensation on a per-trade

basis to be based on the Client’s trading activity and

withdrawn from the Client’s Account. Such compensation to

the Referring Partner, Fund Manager and/ or the Service

Provider may require the Client to incur a mark-up, above

and beyond the ordinary spread provided by the Firm. The

Client acknowledges and accepts that frequent transactions

may result in a sum of total commissions, fees and/ or

charges that may be substantial and may not necessarily be

offset by the net profits, if any, achieved from the relevant

trades. The responsibility for correctly assessing whether the

size of the total commissions, fees and/ or charges for trades

conducted and paid from the Client’s Account is

commercially viable is the combined responsibility of the

Client and the Referring Partner, Fund Manager and/ or

Service Provider. The Firm only acts as custodian and

principal broker, and therefore is not responsible for the size

of the commissions, fees and/ or charges paid by the Client.

19.5 Where the Client engages the services of a Referring

Partner, Fund Manager and/ or Service Provider, the Client

understands and agrees that the Referring Partner, Fund

Manager, and/ or Service Provider will have access to the

Client’s personal information held by the Firm, including the

Client’s trading activity. The Client further understands that

its Referring Partner, Fund Manager and/ or Service Provider

may have been introduced to the Firm by a third party who

is compensated in part based on the introduction of the

Client to the Firm, or on the Client’s trading history. Where

this occurs, the Client agrees that the third party who

introduced the Referring Partner, Fund Manager and/ or

Service Provider will have access to the Client’s personal

information held by the Firm including the Client’s trading

activity.

19.6 If the Referring Partner, Fund Manager and/ or Service

Provider undertake any deductions from the Client’s

Account according to any agreement between the Client and

the Referring Partner, Fund Manager and/ or Service

Provider, the Firm has no responsibility as to the existence

or validity of such an agreement.

19.7 Any commissions, fees or charges may be shared between

the Referring Partner, Fund Manager and/ or Service

Provider, the Firm and third parties according to the

Referring Partner, Fund Manager and/ or Service Provider’s

writing instructions and/ or the Firm’s discretion.

19.8 The Client may request the Firm to provide, at any time, a

breakdown of remuneration paid by the Client to the

Referring Partner, Fund Manager and/ or Service Provider,

or the compensation scheme charged by the Referring

Partner, Fund Manager and/ or Service Provider as applied

to the Client.

20 Managed Accounts

20.1 At the Client’s request, the Firm may allow a third party,

selected by the Client, to be the Client’s Attorney, managing

the Client’s Account, for the following purposes:

20.1.1 to enter into, modify, and/ or close Transactions with the

Firm;

20.1.2 to set, edit, and/ or delete all dealing preferences relating

to the Account;

20.1.3 to enter into any agreements with the Firm on behalf of

the Client, which relate to Transactions on the Account;

20.1.4 to communicate with the Firm on behalf of the Client

regarding any complaints or disputes that the Client or

Firm may have against one another in relation to the

Account; and/ or

20.1.5 to transfer money between the Account(s) and between

any other account that the Client holds with the Firm.

20.2 Where a Client wishes to have its Account managed by a

third party, the Client must submit a Limited Power of

Attorney between the Client and the Attorney to the Firm in

a form acceptable by the Firm it its sole and absolute

discretion. The Firm, Client and Attorney will be bound by

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these Terms.

20.3 The Firm reserves the right, at any time and in its sole and

absolute discretion, to require the Client to trade its

Account. This would require the Client to revoke its grant of

authority to its Attorney and take all actions on its Account

itself. Where the Firm so requires, the Firm will notify the

Client and the Attorney of its decision. The Firm need not

specify its reasons for requiring the Client to trade its

Account.

20.4 The Firm’s acceptance of a Limited Power of Attorney

between the Client and the Attorney is conditional upon the

Attorney opening an account with the Firm in its personal

capacity and maintaining that account for the entire period

that it acts as Fund Manager for the Client. The Attorney is

not required to fund the personal account, nor is the

Attorney required to conduct any Transactions on the

personal account.

20.5 The Client agrees to reimburse the Firm for any loss, damage

or expense incurred by the Firm as a result of:

20.5.1 the Firm acting instruction of the Attorney that fall outside

power granted in the Limited Power of Attorney; or

20.5.2 the Attorney’s breach of any term of the Limited Power of

Attorney.

20.6 The Firm shall allow the Attorney subject to the

authorisation granted by the Client in the Limited Power of

Attorney to transfer part or all of the Client’s funds back to

the originating account held by the Client.

20.7 Where the Client agrees to compensate its Attorney directly

from the Account, the Client shall submit to the Firm a

compensation schedule in a form acceptable to the Firm.

20.8 Where the Client has appointed a Fund Manager for its

Account, the Client may select the type of management

module to be used by the Fund Manager, which shall be

noted on any Limited Power of Attorney, choosing either a

PAMM or a LAMM. Where the Client selects use of a PAMM,

the Client acknowledges and accepts the following:

20.8.1 the Fund Manager may be restricted from making any

transactions in the Client’s Account while the system

performs any necessary adjustments during settlement

and rollovers, and the Client will be responsible for the

market movement during this period;

20.8.2 the Client may be restricted from making any Account

Transactions until the end of the following Business Day;

and

20.8.3 the Client may receive limited intraday reports of the

activity that occurred on the Account.

20.9 The Client authorises the Firm to accept all instructions

given to it by the Attorney, whether orally or in writing, in

relation to the Account. The Firm shall not be obliged to

make any enquiry of the Client or of any other person before

acting on such instructions.

20.10 The Client ratifies and accepts full responsibility and liability

for all instructions given to the Firm by the Attorney (and for

all Transactions that may be entered into as a result) and

will indemnify the Firm and keep it indemnified against any

loss, damage or expense incurred by the Firm as a result of

its acting on such instructions. The indemnity shall be

effective irrespective of the circumstances giving rise to such

loss, damage or expense, and irrespective of any knowledge,

acts or omissions of the Firm in relation to any other account

held by any other person or body (including the Attorney)

with the Firm. The Client further agrees that this indemnity

shall extend to loss, damage or expense incurred by the Firm

in reversing incorrect or erroneous instructions submitted by

the Attorney that result in a Transaction that must, for the

protection of the Firm or its other clients or for the reasons

of market integrity, be reversed.

20.11 The Firm hereby notifies the Client that the Attorney is not

an employee, Fund Manager, or representative of the Firm

and further that the Attorney does not have any power or

authority to act on behalf of the Firm or to bind the Firm in

any way.

20.12 Unless otherwise agreed in writing between the Firm and

the Client, the Firm may from time to time communicate

with the Attorney directly regarding the Account. The Client

consents to this and agrees that communications made by

the Firm to the Attorney are deemed to be received by the

Client at the same time at which they are received by the

Attorney.

20.13 By submitting a Limited Power of Attorney to the Firm, the

Client consents to and authorises the Firm to disclose to the

Attorney all information that the Firm holds in relation to

the Account holds in relation to the Client.

20.14 The Client acknowledges and accepts that, in providing an

electronic or online trading system to the Attorney, the Firm

has the right but not the obligation to set limits, controls,

parameters and/ or other controls on the Attorney’s ability

to use such a system. The Client accepts that if the Firm

chooses not to place any such limits or controls on the

Attorney’s trading, or if such limits or controls fail for any

reason, the Firm will not exercise oversight or control over

instructions given by the Attorney and the Client accepts full

responsibility and liability of the Attorney’s actions in such

circumstances.

20.15 If the Client wishes to revoke or amend a grant of

authorisation under a Limited Power of Attorney, it must

provide a written notice of such intention to the Firm from

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time to time. Any such notice shall not be effective until two

(2) working days after the Firm receives it (unless the Firm

advises the Client that a shorter period will apply). The Client

acknowledges that it will remain liable for all instructions

given to the Firm prior to the revocation/ variation being

effective, and that it will be responsible for any losses, which

may arise on any Transactions that are open at such time.

21 Margin

21.1 As a condition of entering into a Margined Transaction, the

Firm may in its sole and absolute discretion require the

deposit of funds or other collateral acceptable to it as a

security for payment of any losses incurred by the Client in

respect of any Transaction (“Margin”). The Client must

satisfy any and all Margin Requirements immediately as a

condition to opening the relevant Margined Transaction and

the Firm may decline to open any Margined Transaction if

the Client does not have sufficient funds in its Account to

satisfy the Margin Requirement for that Transaction at the

time the relevant Order is placed, and for the avoidance of

doubt, the Margin Requirements are set separately when

the Client opens two (2) separate accounts with the Firm on

the MetaTrader/C-Trader Program and the Multi-Product

Platform. Therefore, it is the sole responsibility of the Client

to ensure that each Account with the Firm has sufficient

Margin on account at all times.

21.2 The Client also has a continuing Margin obligation to the

Firm to ensure that its Account balance, taking into account

its P&L is equal to or greater than the Margin Requirement

for all of the Client’s Open Positions. For the avoidance of

doubt, the Client is obliged to maintain in its Account, at all

times, sufficient funds to meet all Margin Requirements. If

the Client believes that it cannot or will not be able to meet

the Margin Requirement, the Client should reduce its open

margined positions or transfer adequate funds to the Firm.

In the event the Client wishes to transfer funds from one of

its Accounts with the Firm to another one of its Accounts

with the Firm, then the Client can do so at the Firm’s sole

and absolute discretion, and subject to its consent, when

given, the Client shall allow not less than three (3) Business

Days for the transfer to be effected.

21.3 Where there is any shortfall between the Client’s Account

balance (taking into account P&L) and the Client’s Margin

Requirement for all open Transactions, the Firm may in its

sole and absolute discretion choose to close or terminate

one, several, or all of the Client’s open Margined positions

immediately, with or without notice to the Client. If the Firm

may close one, several, or all of the Client’s Margined

Transactions, the Client should expect that the Firm will

close all of the Client’s Margined Transactions.

21.4 Where the Client is near breach or in breach of any Margin

Requirements, the Firm may make a Margin Call Warning in

accordance with these Terms. The Firm is not obliged to

make Margin Call Warnings to the Client at all or within any

specific time period. Margin Call Warnings may be made at

any time and in any way permitted under these Terms. For

this reason, it is in the Client’s best interest to keep the Firm

regularly apprised of changes in its contact details. The Firm

shall be deemed to have made a Margin Call Warning if it

notifies the Client electronically via the Trading Platform.

21.5 The Firm shall not be liable to for any failure to contact the

Client with respect to a Margin Call Warning. Should the

Firm make a Margin Call Warning, the terms and conditions

of the Margin Call Warning will be detailed within such

warning and the Firm reserves the right to change the terms

and conditions of any Margin Call Warning based on market

conditions, including without limitation any actions from

third party providers which are outside the Firm’s control,

with or without notice to the Client. The Firm’s right to close

out the Client’s open Transactions as provided in Section

21.3 above shall not be limited or restricted by any Margin

Call Warning if or where made.

21.6 The Client may by a written agreement with the Firm satisfy

Margin Requirements and/ or a Margin Call Warning by

providing collateral in a form acceptable to the Firm.

21.7 The Client may access details of Margin amounts paid and

owing by logging into the Trading Platform. The Client

acknowledges:

(a) that the Client is responsible for monitoring and paying

the Margin required at all times for all Margined

Transactions with the Firm; and

(b) that the Client’s obligation to pay Margin will exist

whether or not the Firm contacts the Client regarding any

outstanding Margin obligations.

21.8 The Firm’s Margin Requirements for different types of

Margined Transactions are generally displayed on the Firm’s

website, and in certain instances, the Firm may notify the

Client of Margin Requirements through alternative means.

However, the Firm reserves the right to determine specific

Margin Requirements for individual Margin Transactions.

21.9 Margin will not be required where the Firm has expressly

agreed to reduce or waive all or part of the Margin that the

Firm would otherwise require the Client to pay in respect of

a Transaction. The period of such waiver or reduction may

be temporary or may be in place until further notified. Any

such waiver or reduction must be agreed in writing

(including by email) and will not limit, fetter or restrict the

Firm’s right to seek further Margin from the Client in respect

of that Transaction or any Transaction thereafter.

21.10 The Client is specifically made aware that the Margin

Requirements are subject to change without notice

including without limitation the Margin rates governing the

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Client’s open Margined positions. When a Margined position

has been opened, the Firm may close the Margin

Transaction at its discretion or at the Client’s instruction

where possible, or according to the Firm’s rights under these

Terms.

21.11 If the Client has opened more than one Account with the

Firm or any Associated Firm, the Firm is entitled to transfer

money or Security from one Account to another to satisfy

Margin requirements, in its sole and absolute discretion,

even if such transfer will necessitate the closing of open

Margined positions or cancellation of orders on the Account

from which the transfer takes place.

22 Security

22.1 As a continuing security interest for the performance of all

the Client’s obligations (whether actual, contingent, present

or future) to the Firm under or pursuant to these Terms

(“Secured Obligations”), the Client grants to the Firm, with

full title guarantee, a first fixed security interest in all

Custody Assets now or in the future provided by the Client

to the Firm or to the Firm’s order or under the Firm’s

direction or control or that of an exchange or Market or

otherwise standing to the credit of the Client’s account

under these Terms or otherwise held by the Firm, its

Associated Firms on the Client’s behalf.

22.2 The Client agrees to execute all documents and take such

further steps as the Firm may reasonably require perfecting

the Firm’s security interest over, be registered as owner of

or obtain legal title to the Custody Assets, further secure the

Secured Obligations, enable the Firm to exercise its rights, or

to satisfy any market requirement.

22.3 The Client may not withdraw or substitute any property

subject to the Firm’s security interest without the Firm’s

consent.

22.4 The Client undertakes neither to create nor have

outstanding any security interest whatsoever over, nor to

agree to assign or transfer, ant of the Custody Assets

transferred to the Firm, except a lien routinely imposed on

all securities in a clearing system in which such securities

may be held.

22.5 The Client agrees that the Firm may, free of any adverse

interest of the Client or any other person, grant a security

interest over Custody Assets provided by the Client to cover

any of the Firm’s obligations to an intermediate broker,

Market, or exchange, including obligations owed by virtue of

the positions held by the Firm or any of its customers.

22.6 In addition, and without prejudice to any rights that the Firm

may be entitled to under these Terms or any Applicable

Regulations, the Firm shall have a general lien on all

property held by the Firm, its Associated Firms on the

Client’s behalf until the satisfaction of the Secured

Obligations.

22.7 Any action taken by the Firm in connection with or pursuant

to a Transaction by the Firm at a time at which any Event of

Default specified in Section 25.1 of these Terms has

occurred (whether or not the Firm has knowledge thereof)

shall be entirely without prejudice to the Firm’s right to

refuse any further performance thereafter, and shall not in

any circumstances be considered as a waiver of that right or

as a waiver of any other right that Firm may have should

such an Event of Default have occurred.

23 Appropriateness

23.1 If, on the Client’s own initiative, the Client requests the Firm

to provide it with execution-only dealing services in Non-

Complex Products, the Firm is not required to assess the

appropriateness of the instrument or the Service provided

or offered to the Client. As a result, the Client will not

benefit from the protection of the FCA Rules on assessing

appropriateness. Accordingly, when giving Orders or

instructions to the Firm, the Client must rely upon its own

judgement. The Client should get independent advice from

an authorised investment adviser if it has any doubt.

23.2 Where the Firm is providing execution-only services to the

Client in relation to Complex Products, the Firm is required

to assess whether it is appropriate for the Client to trade in a

Complex Product by requesting from the Client certain

information relating to its experience and knowledge of

trading such products, which will assist the Firm to assess

whether the Client understands the risks associated with

dealing in them. The aforementioned information will be

requested by the Firm during the Account opening

procedure, however, the Firm may need to request from the

Client additional information in the future, especially if the

Client opts to deal in a new product type or sector.

23.3 If the Client does not provide sufficient information to allow

the Firm to carry out the appropriateness assessment, or

does not provide any information at all, the Firm will be

unable to assess whether the Client has the necessary

knowledge and experience to understand the risks involved.

If the Client still wishes for the Firm to proceed on the

Client’s behalf, the Firm may do so at its reasonable

discretion. If the Firm does so, the Client should note that

the Firm may not be able to determine whether dealing in a

particular Complex Product is appropriate for the Client or is

in the Client’s best interests.

23.4 If, on the basis of the information which the Client has

supplied to the Firm in relation to the Client’s knowledge

and experience, the Firm considers dealing in the particular

Complex Product is not appropriate, the Firm will warn the

Client of this. If the Client still wishes the Firm to proceed on

the Client’s behalf, the Firm may do so at its reasonable

19/48


discretion. If the Firm does so, the Client should note that it

may not be appropriate for the Client, and that the Client

may be exposing itself to risks that fall outside its knowledge

and experience and/ or which the Client may not have the

knowledge or experience to properly assess and/ or control

to mitigate their consequences to the Client, and where the

Client undertakes that it shall be fully liable for all

Transactions effected with the Firm.

23.5 Notwithstanding the aforementioned, where the Firm

carried out an appropriateness assessment on the Client, the

Client may still seek independent advice from an authorised

investment adviser if it has any doubt about dealing in

Complex Products.

24 Representations, Warranties and Covenants

24.1 Representations and warranties are personal statements,

assurances or undertakings given by the Client to the Firm

on which the Firm relies when dealing with the Client. The

Client makes the following representations and warranties

at the time it enters into this Agreement and every time it

places a Transaction or gives the Firm any other instruction:

24.1.1 where the Client is a natural person, the Client is of sound

mind, and over 18 years old;

24.1.2 the Client is aware of the risks involved in trading each

investment product with the Firm;

24.1.3 the Client and/ or any person(s) entering into these Terms

and performing any Transactions on the Client’s behalf,

has all necessary authority, powers, consents, licenses and

authorisations, and has taken all necessary actions to

enable it to lawfully enter into and perform its obligations

under these Terms, and/ or to place any Orders or

instructions;

24.1.4 these Terms as well as each Transaction and the

obligations created under them are binding upon the

Client and enforceable against it (subject to applicable

principles of equity) and currently do not and in the future

will not violate the terms of any regulation, order, charge

or agreement by which the Client is bound;

24.1.5 no Event of Default has occurred or is occurring with

respect to the Client or any Credit Support Provider;

24.1.6 the Client is in compliance with all laws to which it is

subject including, without limitation, all tax laws and

regulations, exchange control requirements and

registration requirements;

24.1.7 except where the Firm and Client have agreed otherwise

in writing, the Client acts as Principal and is not acting as

any other person’s agent or representative;

24.1.8 all information which the Client provides or has provided

to the Firm (whether in the Account opening process or

otherwise) is true, accurate and not misleading in any

material respect;

24.1.9 the Client is willing and financially able to sustain a total

loss of funds resulting from Transactions;

24.1.10 the Client has consistent and uninterrupted access to

internet service and any email address provided in its

Account opening documentation;

24.1.11 money, investments or other assets supplied by the Client

for any purpose shall, subject to the Terms, at all times be

free from any charge, lien, pledge or encumbrance and

shall be beneficially owned by the Client, unless otherwise

allowed by these Terms;

24.1.12 the Client is now and will be at all times in the future be in

compliance with all Applicable Regulations concerning

money-laundering relating to the identification

requirements, and if satisfactory evidence of identity has

not been obtained by the Firm within a reasonable time

period, the Firm reserves the right to cease to deal with

the Client;

24.1.13 where the Client is not a resident of the United Kingdom,

the Client is solely responsible for ascertaining whether

any Transaction entered into under these Terms is lawful

under the applicable laws of the jurisdiction where the

Client holds residency; and

24.1.14 the Client is not a Resident of the United States of

America.

24.2 A covenant is a promise to affirmatively do something. The

Client covenants to the Firm:

24.2.1 that for the duration of this Agreement, the Client will

promptly notify the Firm of any change to the details

supplied by the Client during the Account opening

process, including in particular any change of address, any

such occasions where the Client moves to another

territory or country, and any change or anticipated change

in the Client’s financial circumstances or employment

status (including redundancy and/ or unemployment)

which may affect the basis on which the Firm does

business with the Client;

24.2.2 the Client will at all times obtain, comply and do all that is

necessary to maintain in full force and effect, all authority,

powers, consents, licenses and authorisations referred to

in this Section 24 (Representations, Warranties and

Covenants);

24.2.3 the Client will promptly notify the Firm of the occurrence

of any Event of Default or potential Event of Default with

respect to itself or any Credit Support Provider;

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24.2.4 upon demand, the Client will provide the Firm with such

information as the Firm may reasonably require from time

to time; and

24.2.5 the Client will use all reasonable steps to comply with all

applicable laws and regulations in relation the Agreement.

25 Default and Default Remedies

25.1 Each and any of the following shall constitute an Event of

Default:

25.1.1 if the Firm has reasonable grounds to believe that the

Client failed to make any payment or that the Client is in

material breach of any part of these Terms;

25.1.2 if the Client fails to remit funds necessary to enable the

Firm to take delivery under any Transaction on the first

due date;

25.1.3 if the Client fails to provide assets for delivery, or take

delivery of assets, under any Transaction on the first due

date;

25.1.4 if the Client dies or becomes of unsound mind;

25.1.5 the Firm considers it necessary or desirable to prevent

what is considered to be or might be a violation of any

laws, Applicable Regulations, or good standard of market

practice;

25.1.6 if any representations or warranties given by the Client or

any Credit Support Provider in these Terms or any Credit

Support Document, are or become untrue;

25.1.7 if the Firm reasonably considers it necessary for its own

protection or the protection of any Associated Firm, or if

any action is taken or event occurs which the Firm

considers might have a material adverse effect on the

Client’s ability to perform any of its obligations under the

Agreement;

25.1.8 if the Client is unable to pay its debts as they fall due, or is

bankrupt or insolvent as defined under any bankruptcy or

insolvency law applicable to the Client;

25.1.9 if the Client or any Credit Support Provider commences a

voluntary case or other procedure, or an involuntary case

or procedure is commenced against the Client, seeking or

proposing liquidation, reorganisation, an arrangement or

composition, a freeze or moratorium, or other similar

relief with respect to the Client or its debts under any

bankruptcy, insolvency, regulatory, supervisory or similar

law (including any corporate law or other law applicable

to the Client, if insolvent) or seeking the appointment of a

trustee, receiver, liquidator, conservator, administrator,

insolvency officer, or other similar official (each an

“Insolvency Officer”) of the Client or any part of the

Client’s assets, or if the Client takes any corporate action

to authorise the foregoing;

25.1.10 if the Client or any Credit Support Provider or any

Insolvency Officer acting on either behalf, disaffirms,

disclaims or repudiates any obligation under this

Agreement or any guarantee, hypothecation agreement,

margin or security agreement, or any other document

containing an obligation of a third party or of the Client in

favour of the Firm supporting any of the Client’s

obligations under these Terms (individually a “Credit

Support Document”);

25.1.11 if the Client or any Credit Support Provider fails to comply

with or perform any obligation under an applicable Credit

Support Document;

25.1.12 if any Credit Support Document expires or ceases to be in

full force and effect prior to the satisfaction of all of the

Client’s obligations under these Terms, unless otherwise

agreed by the Firm; or

25.1.13 if any Event of Default (however described) occurs in

relation to any other agreement that the Client may have

with the Firm.

25.2 Upon the occurrence of an Event of Default, the Firm may, in

its sole and absolute discretion, take all or any of the

following actions:

25.2.1 close any Open Positions or cancel any Orders on the

Client’s Account;

25.2.2 prohibit the Client from accessing or using the Client’s

Account;

25.2.3 suspend or in any way limit or restrict the Client’s ability

to place any Order, give any instruction or effectuate any

Transaction in relation to the Client’s Account;

25.2.4 vary the Margin Requirements applicable to the Client;

25.2.5 reverse any Transactions (as if they had never been

entered into in the first place) and the effect of such

Transactions on the Client’s Account;

25.2.6 sell or charge in any way any or all of the Client’s

securities, assets and property which may from time to

time be in the possession or control of the Firm or any of

its Associated Firms or Fund Managers or call on any

guarantee. The restrictions contained in Sections 93 and

103 of the Law of Property Act 1925 shall not apply to

these Terms or to any exercise by the Firm to consolidate

mortgages or the Firm’s power of sale. The Firm shall be

entitled to apply the proceeds of sale or other disposal in

paying the costs of such sale or other disposal and in or

towards satisfaction of the Secured Obligations;

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25.2.7 require the Client to close any or all of its Open Positions

by a specified date selected by the Firm;

25.2.8 make appropriate deductions or credits;

25.2.9 terminate these Terms immediately without notice, or

with notice with termination occurring on a specified date

selected by the Firm;

25.2.10 exercise the Firm’s right of set-off; and/ or

25.2.11 pay to the Client the fair market value at the time the Firm

exercises such right, of any investments held by the Firm,

its Associated Firms or Fund Managers, instead of

returning to the Client investments equivalent to those

credited on its Account.

25.3 The Client authorises the Firm to take any or all of the

actions described in Section 25.2 of these Terms without

notice to the Client and acknowledges that the Firm shall not

be responsible for any consequences of its taking such

actions, unless the Firm has exercised gross negligence in

connection herewith. The Client shall execute the

documents and take any action as the Firm may request in

order to protect the rights of the Firm and its Associated

Firms under the Terms or under any agreement the Client

may have entered into with any Associated Firm.

25.4 If the Firm exercises its rights to sell any security or property

of the Client under Section 25.2, it will affect such sale,

without notice or liability to the Client, on behalf of the

Client and apply the proceeds of sale in or towards discharge

of any of the Client’s obligations to the Firm or any

Associated Firm.

26 Force Majeure

26.1 Since the Firm does not control signal power, its reception

or routing via Internet, configuration of the Client’s

equipment or reliability of its connections, the Firm shall not

be liable for any claims, losses, damages, costs or expenses,

including attorney’s fees, caused directly or indirectly, by

any breakdown or failure of any transmission or

communication system or equipment or computer facility or

trading software, whether belonging to the Firm or its

Associated Firms, the Client, any Market, or any settlement

or clearing system when the Client trades online (via

Internet) or for any cause preventing the Firm from

performing any or all its obligations, any act of God, war,

terrorism, malicious damage, civil commotion, industrial

acts, any Exceptional Market Event, or acts and regulations

of any governmental or supra national bodies or authorities

which in the Firm’s opinion prevent an orderly market in

relation to the Client’s Orders (a “Force Majeure Event”).

26.2 Upon the occurrence of a Force Majeure Event, the Firm

shall use commercially reasonable efforts to resume

performance and it may give the Client written notice that a

Force Majeure Event has occurred. Upon occurrence of a

Force Majeure Event, all of the Firm’s obligations under

these Terms shall be immediately suspended for the

duration of such Force Majeure Event. Additionally, the Firm

may take any one or more of the following steps:

26.2.1 alter normal trading times;

26.2.2 alter the Margin Requirements;

26.2.3 amend or vary these Terms and any Transaction

contemplated by these Terms, insofar as it is impractical

or impossible for the Firm to comply with its obligations;

26.2.4 close any or all Open Positions, cancel instructions and

Orders as the Firm deems to be appropriate in the

circumstances; and/ or

26.2.5 take or omit to take all such other actions as the Firm

deems to be reasonably appropriate in the circumstances

having regard to the Clients positions and those positions

of the Firm’s other customers.

27 Manifest Errors

27.1 A “Manifest Error” means a manifest or obvious misquote by

the Firm, or any Market, exchange, price providing bank,

Service Provider, information source, commentator, official,

and other third party on whom the Firm reasonably relies,

having regard to the current market conditions at the time

an Order is placed. When determining whether a situation

amounts to a Manifest Error, the Firm may take into account

all information in its possession including, without

limitation, information concerning all relevant market

conditions and any error in, or lack of clarity of, any

information source or announcement.

27.2 The Firm will, when making a determination as to whether a

situation amounts to a Manifest Error, act fairly towards the

Client but the fact that the Client may have entered into, or

refrained from entering into, a corresponding financial

commitment, contract or Transaction in reliance on an

Order placed with the Firm (or that the Client has suffered

or may suffer any loss of profit, consequential or indirect

loss) shall not be taken into account by the Firm in

determining whether there has been a Manifest Error. The

Firm reserves the right, without prior notice, to do the

following:

27.2.1 amend the details of such a Transaction to reflect what

the Firm considers in its discretion, acting in good faith, to

be the correct or fair terms of such Transaction absent

such Manifest Error(s);

27.2.2 if the Client does not promptly agree to any amendment

made under Section 27.2 herein the Firm may void from

its inception any Transaction resulting from or deriving

from a Manifest Error; and/ or

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27.2.3 refrain from taking any action at all to amend the details

of such a Transaction or void such Transaction.

27.3 The Firm shall not be liable to the Client for any loss, cost,

claim, demand or expense the Client suffers (including loss

of profits or any indirect or consequential losses) resulting

from a Manifest Error or the Firm’s decision to enforce the

details of a Transaction notwithstanding any Manifest Error,

except to the extent caused by the Firm’s own fraud, wilful

default or gross negligence. In the event that a Manifest

Error is made by any Market, exchange, price providing

bank, Service Provider, information source, commentator,

official, any other third party on whom the Firm reasonably

relies, the Firm will not be liable to the Client for any loss,

cost, claim, demand, or expense, except to the extent

caused by the Firm’s own fraud, wilful default or gross

negligence.

28 Gaming and/ or Abusive Strategies and/ or Arbitrage

28.1 Internet, connectivity delays, and errors sometimes create a

situation where the price displayed on the Trading Platform

does not accurately reflect the market rates. The concept of

gaming and/ or abusing the system or taking advantage of

Internet delays cannot exist in a Market where the customer

is buying or selling directly from the Principal. The Firm does

not permit the deliberate practice of gaming and/ or use of

abusive trading practices on the Trading Platform.

Transactions that rely on price latency opportunities may be

revoked, without prior notice. The Firm reserves the right to

make the necessary corrections or adjustments on the

Account involved, without prior notice. Accounts that rely

on gaming and/ or abusive strategies may at the Firm’s sole

discretion be subject to intervention by the Firm and the

Firm’s approval of any Orders. Any dispute arising from such

quoting or execution errors will be resolved by the Firm in its

sole and absolute discretion.

28.2 The Firm shall not have any obligation to contact the Client

and advise the Client upon appropriate action in light of

changes in market conditions or otherwise. The Client

acknowledges that the Market is highly speculative and

volatile and that, following execution of any Transaction, the

Client is solely responsible for making and maintaining

contact with the Firm for the purpose of monitoring the

position and ensuring that any further instructions are given

on a timely basis. In the event of any failure to do so, the

Firm can give no assurance that it will be possible for them

to contact the Client and the Firm accepts no liability for loss

alleged to be suffered as a result of any failure by the Client

to do so.

28.3 The Client agrees to fully reimburse and hold the Firm, its

Associated Firms and any of their directors, officers,

employees and agents harmless from and against any and all

liabilities, losses, damages, costs and expenses, including

legal fees incurred in connection with the provision of the

services under these Terms to the Client provided that any

such liabilities, losses, damages, costs and expenses have

not arisen from the Firm’s gross negligence, fraud or wilful

default.

29 Market Abuse

29.1 When the Firm executes a Transaction on the Client’s behalf,

the Firm may buy or sell securities on exchanges or directly

from or to other financial institutions shares or units in the

relevant instrument. The result is that when the Client

places Transactions with the Firm the Client’s Transactions

can have an impact on the external market for that

instrument in addition to the impact it might have on the

Firm’s price. This creates a possibility of market abuse and

the purpose of this Section 29 is to prevent such abuse.

29.2 The Client represents and warrants to the Firm at the time

the Client enters into these Terms and every time the Client

enters into a Transaction or gives the Firm any other

instruction that:

29.2.1 the Client will not place and has not placed a Transaction

with the Firm if to do so would result in the Client, or

others with whom the Client is acting in concert having an

interest in the price of the instrument which is equal to or

exceeds the amount of a declarable interest in the

instrument;

29.2.2 the Client will not place, and has not placed a Transaction

in connection with:

(i) a placing, issue, distribution or other similar event;

(ii) an offer, takeover, merger or other similar event; or

(iii) any corporate finance activity;

29.2.3 the Client will not place and has not placed a Transaction

that contravenes any law or regulation prohibiting insider

dealing, market manipulation or any other form of market

abuse or market misconduct. The Client will act in

accordance with all applicable laws and regulations.

29.3 In the event that the Client places any Transaction or

otherwise acts in breach of the representations and

warranties given in this Section 299 (Market Abuse) or any

other section of these Terms or the Firm has reasonable

grounds for believing that the Client has done so, in addition

to any rights the Firm may have under the Terms, the Firm

may:

29.3.1 enforce the Transaction(s) against the Client if it is a

Transaction(s) which results in the Client owing money to

the Firm; and/ or

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29.3.2 treat all of the Client’s Transactions as void if they are

Transactions which result in the Firm owing money to the

Client, unless and until the Client produces conclusive

evidence within thirty (30) days of the Firm’s request that

the Client has not in fact committed any breach of

warranty, misrepresentation or undertaking under these

Terms.

29.4 The Client acknowledges that it would be improper for the

Client to deal in the instrument if the sole purpose of such a

transaction was to manipulate the Firm’s price, and the

Client agrees not to conduct any such transactions.

29.5 The Firm is entitled (and in some cases required) to report to

any relevant regulatory authority details of any Transaction

or instruction. The Client may also be required to make

appropriate disclosures and the Client undertakes that it will

do so where so required.

30 Exclusions and Limitations of Liability

30.1 Nothing in these Terms shall exclude or restrict any duty or

liability owed by the Firm to the Client under the Financial

Services and Markets Act 2000 or the FCA Rules (as may be

amended or replaced from time to time). Apart from the

foregoing, neither the Firm, nor its Associated Firm,

directors, officers, employees, Referring Partner, or Fund

Managers shall be liable to the Client or any third party for

any losses, damages, costs or expenses (including direct,

indirect, special, incidental, punitive, or consequential loss,

loss of profits, loss of goodwill or reputation, lost data, loss

of use of the Trading Platform, business interruption,

business opportunity, costs of substitute, services or

downtime costs), whether arising out of negligence, breach

of contract, misrepresentation or otherwise, incurred or

suffered by the Client under these Terms (including any

Transaction or where the Firm has declined to enter into a

proposed Transaction) unless such loss arises directly from

the Firm’s respective gross negligence, wilful default or

fraud.

30.2 Without limitation, the Firm does not accept liability:

30.2.1 for any partial or non-performance of the Firm’s

obligations hereunder by reason of any cause beyond the

Firm’s reasonable control, including without limitation any

breakdown, delay, malfunction or failure of transmission,

communication or computer facilities, industrial action,

act of terrorism, act of God, acts and regulations of any

governmental or supra-national bodies or authorities or

the failure by the relevant intermediate broker or agent,

agent or principal of the Firm’s custodian, sub-custodian,

dealer, Market, clearing house, or regulatory or self-

regulatory organisation, for any reason, to perform its

obligations. Nothing in this Agreement will exclude or

restrict any duty of liability the Firm may have to the

Client under the regulatory system (as defined in the FCA

Rules), which may not be excluded or restricted

thereunder;

30.2.2 by reason of any delay or change in the market conditions

before any particular Transaction is effected;

30.2.3 for any loss that the Client suffers in an event where any

computer viruses, worms, software bombs, or similar

items are introduced into the Client’s computer hardware

or software via the Trading Platform, provided the Firm

has taken reasonable steps to prevent any such

introduction;

30.2.4 for any actions the Firm may take pursuant to its rights

under these Terms;

30.2.5 for any losses or other costs or expenses of any kind

arising out of or in connection with the placement of

Orders by the Client or the execution of Transactions with

the Firm;

30.2.6 for any adverse tax implications of any Transaction

whatsoever;

30.2.7 by reason of any delay or change in market conditions

before any particular Transaction is affected; and

30.2.8 for communication failures, distortions or delays when

using the Trading Platform.

30.3 Nothing in these Terms will limit the Firm’s liability for death

or personal injury resulting from its gross negligence.

31 Reimbursement and Indemnity

31.1 The Client hereby acknowledges and agrees that the

Company shall have the right without referring to the Client

to transfer funds between the Client’s accounts in case any

account shows a negative balance whether it is the main

account or any sub-account the Client may hold with the

Company

31.2 The Client will reimburse the Firm, and keep it indemnified

on demand, in respect of all liabilities, losses or costs of any

kind or nature whatsoever that may be incurred by the Firm

as a direct or indirect result of:

31.2.1 any failure of the Client to perform any of its obligations

under these Terms, in relation to any Transaction or in

relation to any false information or declaration made

either to the Firm or any third party, in particular to any

exchange;

31.2.2 the Client’s use of programmable trading systems,

whether built by the Client or by any third party and

executed on or using the Trading Platform; and

31.2.3 any act or omission by any person obtaining access to the

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Client’s Account, by using the Client’s designated Account

number and/ or password, whether or not the Client

authorised such access.

31.3 To the extent the Client uses or used the Trading Platform

for a commercial purpose and entered Orders for the

account of its customers, the Client shall on demand

reimburse, protect and hold the Firm harmless from and

against all losses, liabilities, judgements, suits, actions,

proceedings, claims, damages and costs resulting from or

arising out of claims raised by the Client’s customers. This

Section 31.3 shall not be affected by the termination of

these Terms.

31.4 The following provision in Section 31.4 does not apply to the

Client if the Client is classified as Retail Client by the Firm,

and therefore the Firm will place safeguards to prevent the

Client from incurring a negative balance when trading with

the Firm in accordance with the Negative Balance Protection

Policy. Notwithstanding the aforementioned, the provisions

of Sections 31.4.2 and 31.4.3 for Retail Clients do not benefit

from the negative balance protection.

31.5 The following is applicable for Clients classified as

Professional Client or Eligible Counterparty by the Firm,

where a number of the Firm’s platforms are designed with

safeguards to prevent the Client from incurring a negative

balance when trading under normal market conditions. Still,

those safeguards may fail making it possible to incur a

negative balance while trading. If the Professional Client or

Eligible Counterparty incurs a negative balance through

trading activity on its Account, the Professional Client or

Eligible Counterparty should inform the Firm’s trade audit

team, and the Firm will evaluate the inquiry and report back

to the Professional Client or Eligible Counterparty with its

outcome, which is based on its sole and absolute discretion.

The negative balance protection granted under Section 31.4

shall not apply to a Professional Client or Eligible

Counterparty, and any amounts due to the Firm as a result

of the foregoing, the Professional Client or Eligible

Counterparty must forthwith pay such amounts to the Firm

whether demanded or not:

31.5.1 in the case of a Force Majeure Event provided for in

Section 26 (Force Majeure) of these Terms;

31.5.2 where the Firm determines, in its reasonable discretion,

that the negative balance is unrelated to the Client’s

trading activity (for example, where the debit relates to

any fees or charges owed by the Client to the Firm under

these Terms);

31.5.3 where the negative balance is connected to or a result of,

either direct or indirect breach by the Client of any

provision within these Terms;

31.5.4 where the Client is classified by the Firm as an Eligible

Counterparty or Professional Client at the time the

negative balance is incurred even though the Client was

not so classified as an Eligible Counterparty or

Professional Client by the Firm at such time when the

Client entered into these Terms.

32 Third Party MetaTrader/C-Trader Letter of Instruction

32.1 The Firm offers MetaTrader/C-Trader platforms utilising a

third-party bridge. The provisions of this Section 32 (Third

Party MetaTrader/C-Trader Letter of Instruction) apply to

customers using the MetaTrader/C-Trader platforms

incorporating the third-party bridge (the “MetaTrader/C-

Trader Program”). If the Client utilises the MetaTrader/C-

Trader Program, the Client agrees to the provisions of this

Section 32 (Third Party MetaTrader/C-Trader Letter of

Instruction) and authorises the Firm to act accordingly. The

Client understands that its trading access to the

MetaTrader/C-Trader Program is provided by MetaQuote/C-

Traders Software Corporation, and not by the Firm. The

Client acknowledges that MetaQuote/C-Traders Software

Corporation is an independent third party unrelated to the

Firm.

32.2 The Client wishes to utilise the MetaTrader/C-Trader

Program to execute trades and to direct trade orders and

trade details to the Firm. Where the Client uses the

MetaTrader/C-Trader Program, the Client will not be

entering trade orders and trade details directly with the

Firm, but rather will be entering trade orders and trade

details via the MetaTrader/C-Trader Program, a third party.

The Client hereby authorises and directs the Firm to enter

trades for the Client’s Account in accordance with trading

signals generated and sent to the Firm by the MetaTrader/C-

Trader Program. In consideration of opening the Client’s

Account, the Client acknowledges and agrees to the

additional terms and conditions as follows:

32.2.1 the Client fully understands that the trade orders and

trade details are generated by the MetaTrader/C-Trader

Program and not by the Firm and that the Firm’s

responsibility is to use commercially reasonable efforts to

enter orders pursuant to the trade orders and trade

details generated by the MetaTrader/C-Trader Program as

received by the Firm. The Client confirms that the Firm has

not solicited, or in any other way recommended, the

Client’s use of the MetaTrader/C-Trader Program. The

Client has made inquiries and conducted research into the

MetaTrader/C-Trader Program sufficient to make an

informed investment decision. The Firm cannot imply or

guarantee that the Client will make a profit from the

MetaTrader/C-Trader Program and the Client agrees that

the Firm will not be held responsible for the

MetaTrader/C-Trader Program’s performance or trading

losses incurred by the Client as a result of trading

pursuant to the MetaTrader/C-Trader Program;

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32.2.2 the Firm will enter trade orders for the Client’s account in

accordance with the trade orders and trade details

generated by the MetaTrader/C-Trader Program, and the

Firm shall treat all trade orders in the MetaTrader/C-

Trader Program separately. Therefore, opening a new

trade order in the same market in the MetaTrader/C-

Trader Program will not have any impact on any existing

trade order in the MetaTrader/C-Trader Program;

32.2.3 the Client understands and acknowledges that the Firm

will only be responsible for using its commercially

reasonable efforts to execute, in a timely fashion, the

trade orders and trade details generated by the

MetaTrader/C-Trader Program. The Firm shall not be

responsible for any error or malfunction of the

MetaTrader/C-Trader Program, mechanical or

communication line failure, system errors, data failure or

any other causes beyond its control. The Client

acknowledges that the Firm can accept and execute

orders only if actually received or generated and then on a

“not held” basis (i.e. the Firm shall not be held responsible

for the execution of the order at the price indicated or

otherwise);

32.2.4 the Firm may act upon the authority given by this Section

32 (Third Party MetaTrader/C-Trader Letter of Instruction)

until the Client revokes the authority by written notice

addressed and actually delivered to the Firm in

accordance with the Terms. The Firm may also terminate

the authorisation over the MetaTrader/C-Trader Program

at any time for any reason in its sole discretion and will

provide the Client with written notice. The Client shall be

responsible for any Open Positions in the Client’s Account

at the time the MetaTrader/C-Trader Program is

terminated. The Client shall permit the Firm to execute

offsetting orders for any Open Positions in Client’s

Account at the time the letter of direction is terminated;

and

32.2.5 the Client agrees that, in the absence of wilful or gross

misconduct, neither the Firm nor any of its officers,

directors, employees, consultants, agents or affiliates will

be held liable for any act or omission in the course of or in

connection with the Client’s use of the MetaTrader/C-

Trader Program. The Client shall fully reimburse the Firm,

its principals, officers, directors, employees, agents,

successor and/ or assigns from all losses and/ or liability

(including reasonable attorney’s and/ or accountant’s

fees) incurred or resulting from the Client’s use of the

MetaTrader/C-Trader Program or the Firm’s fulfilment of

its authority under this Section 32 (Third Party

MetaTrader/C-Trader Letter of Instruction), provided that

there has been no judicial determination that such liability

was the result of gross negligence or recklessness or

intentional misconduct by the Firm.

33 Rights to Cancel/ Cooling Off

33.1 In accordance with the FCA Rules and the Distance

Marketing of Consumer Financial Services Directive, the

Client is entitled to cancel the Agreement by giving written

notice to the Firm within a fourteen (14) day cancellation

period. Subject to Section 33.3, the Client need not give any

reason for the cancellation and the right to cancel applies

even if the Client has already received Services from the

Firm before the cancellation period expires.

33.2 The period for cancellation begins on the date the terms

start to apply to the Client.

33.3 As the price of each Transaction depends on fluctuations in

the Underlying Instrument which are outside of the Firm’s

control and which may occur during the cancellation period,

the Client has no rights to cancel the Agreement under this

Section 33 (Rights to Cancel/ Cooling Off) if any trade placed

by the Client has been executed before the Firm receives

notice of cancellation.

33.4 Following a valid cancellation, the Firm will return any

amounts the Client has deposited with the Firm prior to

receipt of the cancellation notice, subject to the Firm’s right

of set-off for any properly incurred charges incurred prior to

cancellation.

33.5 If the Client does not exercise the right of cancellation, the

Agreement will continue in effect until either the Client or

the Firm terminates the Terms in accordance with Section

35 (Suspension and Termination) below, or by the Firm’s

exercising any of its rights to terminate under these Terms.

There is no minimum or fixed duration of the Agreement.

34 Amendments

34.1 The Firm may amend these Terms and any arrangements

made hereunder at any time by written notice to the Client.

The Client will be deemed to accept and agree to the

amendment unless the Client notifies the Firm to the

contrary in accordance with the details of the amendment

notice within ten (10) Business Days of the date of the Firm’s

amendment notice. Where the Client objects to the

amendment, the amendment will not be binding on the

Client, but the Client’s Account will be suspended and the

Client will be required to close its Account as soon as it is

reasonably practicable.

34.2 Any amendment to this Agreement will come into effect on

the date specified by the Firm which will, in most cases, be

at least ten (10) Business Days from the date of the Firm’s

amendment notice provided in accordance with Section

34.1.

34.3 Any amended agreement will supersede any previous

agreement between the Firm and the Client on the same

subject matter and will govern any Transaction entered into

after or outstanding on, the date the new edition comes into

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effect.

35 Suspension and Termination

35.1 The Client may terminate the Agreement immediately by

giving written notice to the Firm. The Client agrees that at

any time after the termination of the Agreement, the Firm

may, without notice to the Client, close out any or all of the

Client’s Open Positions.

35.2 The Firm may suspend or terminate these Terms by giving

thirty (30) Business Days written notice to the Client for any

reason or no reason whatsoever, except that the Firm may

terminate the Agreement immediately, upon written notice

to the Client for any reason or no reason whatsoever, if the

Client has no Open Positions in its Account at the time when

the notice of termination is sent. The Client agrees that at

any time after the termination of the Agreement, the Firm

may, without notice to the Client, close out any or all of the

Client’s Open Positions. Where the Firm suspends the

Client’s Account, the Firm may prevent the Client from

opening any new positions but the Firm will not close the

Client’s Open Positions unless otherwise allowed by these

Terms. The provisions of this Section 35.2 shall not prevent

the Firm from exercising any of its rights to terminate or

suspend the Agreement as provided elsewhere in these

Terms.

35.3 Upon the termination of the Agreement, all amounts

payable by the Client to the Firm will become immediately

due and payable including (but without limitation):

35.3.1 all outstanding fees, charges and commissions;

35.3.2 any dealing expenses incurred by terminating these

Terms; and

35.3.3 any losses and expenses realized in closing out any

Transactions or settling or concluding outstanding

obligations incurred by the Firm on the Client’s behalf.

35.4 Termination of the Agreement will not affect any rights or

obligations, which may already have arisen between the

Firm and the Client. The termination of these Terms will not

affect the coming into force or the continuance in force of

any provision in these Terms which is expressly, or by

implication, intended to come into, or continue in force, on

or after such termination.

35.5 If termination occurs, the Firm will, as soon as reasonably

practicable and subject to these Terms, deliver to the Client

any money or investments in the Client’s Account(s) subject

to any applicable charges and rights of set-off as set out on

the Firm’s Financial Terms, and for the avoidance of doubt,

in the event one of the Client’s Accounts is in negative, the

Firm is entitled to the right of set-off between the Client’s

Accounts at any time. The Client is therefore urged to settle

all floating debits as soon as possible. A final statement will

be issued to the Client where appropriate.

36 In the Event of Death

36.1 In the event of the Client’s death, any person(s) purporting

to be the Client’s legal personal representative(s) or

surviving joint account holder must provide the Firm with

formal notice of the Client’s death in a form acceptable to

the Firm, including but not limited to the provision of an

original death certificate in physical form.

36.2 Sections 36.3 through and including 36.8 will only apply if

the Client is a sole account holder (including where the

Client is the sole surviving account holder following the

earlier death of a joint account holder). In the event of death

of a joint account holder (who is not the sole surviving joint

account holder), the Client should refer to Section 36.1

above.

36.3 Upon the receipt and acceptance of the Client’s death

certificate, the Firm will treat the Client’s death as an Event

of Default allowing the Firm to exercise any of its rights

under Section 25.2 of these Terms including but not limited

to closing any and all Open Positions within the Client’s

Account. The Agreement will continue to bind the Client’s

estate until terminated by the Client’s legal personal

representative or by the Firm in accordance with these

Terms.

36.4 Where the Firm provides the Client with an execution-only

dealing service, the Firm will be under no obligation to

assume management of the Client’s Account following his or

her death.

36.5 A person shall not be proven to be the Client’s legal personal

representative until the Firm receives a grant of

representation for the Client’s estate. Once the Firm

receives the grant of representation for the Client’s estate,

the Firm will carry out the written instructions from the

Client’s legal personal representative(s). The Firm will only

accept instructions that aim to wind-down and/ or close the

Account. No registered asset may be sold until any re-

registration process is completed and all fees, charges and

expenses which may be owed by the Client to the Firm are

accounted for. Where the Firm has not received any

instructions after six (6) months following receipt of the

Client’s death certificate, the Firm may (but shall not be

obliged) re-register the Client’s holdings into the name of its

legal personal representative, re-materialise any electronic

holdings and send such holdings in certificated form to the

registered correspondence address for the Client’s estate,

subject to appropriate charges detailed from time to time in

the Financial Terms.

36.6 If the Client’s estate is too small to warrant a grant of

representation, the Firm may in its sole and absolute

discretion, require any person(s) purporting to be the

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Client’s legal personal representative(s) to obtain a grant of

representation or request an appropriate indemnity.

36.7 Any applicable charges as detailed in the Financial Terms will

continue to be charged until the Account is closed.

36.8 Notwithstanding anything in the Agreement, if the

Agreement is not terminated within two (2) years after the

date of the Client’s death, the Firm may take such action as

it considers appropriate to close the Client’s Account. The

Client’s estate or its legal personal representative(s) will be

liable for all costs associated with the Firm taking this action,

or considering taking action, except to the extent that costs

arise because of the Firm’s gross negligence, wilful default or

fraud.

37 Notices and Communication with the Client

37.1 The Firm may notify, instruct, or communicate with the

Client by telephone, letter, fax, email or Trading Platform,

and the Client agrees that the Firm may contact the Client

through any of these mediums at any time. The Firm will use

the address, fax number, phone number, or email address

specified in the Client’s Account opening documentation or

such other address (physical or electronic) or number (fax or

phone) as the Client may subsequently provide the Firm.

37.2 The Client will be deemed to have acknowledged and agreed

with the content of any notice, instruction or other

communication (except Confirmations, Account Statements,

and Margin Call Warnings) unless the Client notifies the Firm

to the contrary in writing within five (5) Business Days of the

date on which the Client is deemed to have received it in

accordance with Section 37.3.

37.3 Any notice, instruction or other communication will be

deemed to have been properly given by the Firm:

37.3.1 if hand delivered, when left at the Client’s last known

home or work address;

37.3.2 if sent by post to the address last notified by the Client to

the Firm, on the next Business Day after being deposited

in the post;

37.3.3 if given verbally over the telephone, immediately where

the Firm speaks with the Client. If the Firm is unable to

connect with the Client via phone, the Firm may leave a

message on the Client’s answering machine. In such an

event, the notice, instruction or other communication will

be deemed to have been properly given one (1) hour after

the message is left;

37.3.4 if sent by fax, immediately upon receipt of a successful

transmission report;

37.3.5 if sent by email, immediately after the email is sent

providing the Firm does not receive confirmation of a

failed delivery from the relevant email provider; and/ or

37.3.6 if posted on the Firm’s website or Trading Platform, as

soon as it has been posted.

37.4 The Client is responsible for reading all notices posted on

the Firm’s website and Trading Platform in a timely manner.

37.5 The Client may notify the Firm by letter, fax, or email, each

of which shall constitute written notice. The Client will use

the Firm’s registered address, fax number, or email address

specified by the Firm from time to time in accordance with

any notice requirement.

37.6 Any notice will be deemed to have been properly given by

the Client:

37.6.1 if hand delivered, when left at the Firm’s registered office;

37.6.2 if sent by post to the Firm’s registered address, upon

receipt by the Firm;

37.6.3 if sent by fax, immediately upon receipt of a successful

transmission report; and/ or

37.6.4 if sent by email during Business Hours, one hour after the

email is sent providing the Client does not receive

confirmation of a failed delivery from the relevant email

provider.

37.7 The Client and the Firm shall communicate with one another

in English. The Firm or third parties may have provided the

Client with translations of the Terms. The original English

version shall be the only legally binding version for the Client

and the Firm. In case of discrepancies between the original

English version and other translations in the Client’s

possession, the original English version provided by the Firm

shall prevail.

37.8 The Firm shall not be liable for any delay in the Client

receiving any communication once dispatched by the Firm,

except where the delay is caused by the Firm’s wilful

default, fraud or gross negligence.

37.9 The Firm may record any and all telephone conversations

between the Client and the Firm’s personnel including but

not limited to principals, agents, employees or associate,

and at the sole option and discretion of the Firm, be

recorded electronically with or without the use of an

audible, automatic warning tone. The Client further agrees

to the use of such recordings and transcripts thereof as

evidence by either party in connection with any dispute or

proceedings that may arise involving the Client or Firm. The

Client understands that the Firm destroys such recordings in

accordance with its established business procedures, and

the Client hereby consents to such destruction.

38 Intellectual Property

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38.1 The Firm’s website, Trading Platform, Secure Access Website

and any and all information or materials that the Firm may

supply or make available to the Client (including any

software which forms part of those items) from time to

time, are and will remain the Firm’s property or that of its

service providers. Such service providers may include

providers of real-time price data to the Firm. In addition:

38.1.1 all copyrights, trademarks, design rights and other

intellectual property rights in those items are and will

remain the Firm’s property (or those of third parties

whose intellectual property the Firm uses in relation to

products and services the Firm provides for the Client’s

Account);

38.1.2 the Firm supplies or makes them available to the Client on

the basis that:

(i) the Firm can also supply and make them available

to other persons; and

(ii) the Firm may cease providing them at its sole and

absolute discretion or if the Firm’s service providers

require the Firm to do so;

38.1.3 the Client must not supply all or part of them to anyone

else and the Client must not copy all or any part of them;

38.1.4 the Client must not delete, obscure or tamper with

copyright or other proprietary notices the Firm may have

put on any of those items; and/ or

38.1.5 the Client must only use these items for the operation of

its Account in accordance with these Terms.

39 Confidentiality, Data Protection and Information Collection

39.1 The Firm may obtain information (including personal data)

from the Client during the course of its relationship with the

Client. This Section 39 (Confidentiality and Data Protection)

describes some of the key issues in relation to how the Firm

processes this personal data, which the Client should be

aware of. Please note that this description is not

comprehensive and the Firm’s Privacy Policy contains

additional information. The Firm’s Privacy Policy is available

online and should be read alongside this Section 39

(Confidentiality and Data Protection) as it sets out types of

personal data which the Firm collects about the Client and

additional ways in which the Firm safeguards and uses such

personal data.

39.2 The Firm (and its Associated Firms where required) is/ are

registered as a data controller under the Data Protection Act

2018 and it will process the Client’s personal data only in

accordance with these Terms and the Firm’s Privacy Policy.

39.3 Subject to the following, the Firm will treat all information it

holds about the Client as private and confidential, even

when the Client is no longer a customer. The Client agrees,

however, that the Firm and any of its Associated Firms may:

39.3.1 use the Client’s information to determine the Client’s

identity and background before and during the term of

the Agreement for money laundering and regulatory

purposes, administer and operate the Client’s Account

and monitor and analyse its conduct, provide Services to

the Client, improve any of the Firm’s operations,

procedures, products and/ or Services during the term of

the Agreement, assess any credit limit or other credit

decision (and the interest rate, fees and other charges to

be applied to the Client’s Account) and enable the Firm to

carry out statistical and other analysis;

39.3.2 use the Client’s personal data including its contact details,

application details and details of the service the Firm

provides to the Client and how the Client uses them, to

decide what products and Services may be of interest to

the Client;

39.3.3 contact the Client by telephone (including automated

calls), post, email and other electronic messages such as

short text, video and picture messaging, and fax, with

information, news, events and seminars on the Firm’s

Services and those of Associated Firms and other selected

partners;

39.3.4 with the Client’s express consent, pass the Client’s

personal data to selected third parties for them to contact

the Client for marketing purposes similar to those set out

above; and

39.3.5 use the Client’s personal data to comply and cooperate

with regulators and the courts and to comply with its legal

obligations.

39.4 The Firm may share the Client’s personal data with any of its

Fund Managers, Referring Partners, including data

processors, which may only use it for the same purposes as

the Firm. Such purposes include those listed in Section 39.2

in addition to the processing of instructions and generation

of Confirmations, the operation of control systems; the

operation of management information systems and allowing

staff of Associated Firms who share responsibility for

managing the Client’s relationship from other offices to view

information about the Client. The Firm will take appropriate

measures to protect the security of the Client’s personal

data and details of the companies and countries involved in

processing the Client’s personal data will be provided upon

request to the Firm’s Data Protection Officer.

39.5 The Client has the right to receive a copy of the information

the Firm holds about the Client, to the extent that it

constitutes the Client’s personal information. If the Client

wishes to exercise this right, the Client should write to the

Data Protection Officer.

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39.6 If the Client would like to change or modify information

previously provided to the Firm, to remove information from

the Firm’s database or elect not to receive certain

communications from the Firm, the Client should do so by

writing to the Data Protection Officer.

39.7 The Firm, its Associated Firms and their agents and service

providers may collect, store and process information

obtained from the Client or otherwise in connection with

these Terms for complying with Applicable Regulations. The

Client acknowledges that this may include transfers of

information to jurisdictions which do not have strict data

protection, data privacy laws or banking secrecy laws, inside

or outside of the EEA. The Client shall ensure that, before

he, she or it or anyone on his, her or its behalf discloses

information relating to any third party to the Firm, the

Firm’s Associated Firms or their agents or service providers

in connection with these Terms or any Transactions, that

said third party has been provided with such information

and has given such consents or waivers as are necessary to

allow the Firm, our Associated Firms or their agents and

service providers to collect, store, process and disclose his,

her or its information as described in this Section 39.7.

40 Miscellaneous

40.1 The Firm may, but the Client may not, at any time transfer or

assign absolutely its rights, benefits and/ or obligations

under these Terms by providing the Client with not less than

ten (10) Business Days written notice. Any such transfer or

assignment shall be subject to the assignee undertaking in

writing to be bound by and perform our obligations under

these Terms.

40.2 The Firm’s rights and obligations under these Terms are

personal to the Client. This means that the Client cannot

assign them without the Firm’s prior written consent.

40.3 In order to comply with its obligations under various

legislative and regulatory requirements including but not

limited to the Companies Act 1985 & 2006, the Financial

Services and Markets Act 2000, the FCA Rules, the United

Kingdom Listing Authority’s Listing Rules, and/ or the City

Code on Takeovers and Mergers, the Firm may be required

to make certain disclosures relating to the Client’s

Transactions, which may or may not involve disclosing the

Client’s identity. In addition to complying with such

obligations, the Firm may comply with any request for

information pertaining to the Client from any relevant

regulatory or government authority. The Client agrees that

such compliance does not constitute a breach of any

obligation of confidentiality, which the Firm owes to the

Client pursuant to these Terms.

40.4 Time is of the essence in respect of all the Client’s

obligations under these Terms and any Transaction. This

means that specified times and dates in the Terms are vital

and mandatory. Any delay, reasonable or not, may be

grounds for terminating a Transaction, multiple Transactions

or the Agreement.

40.5 The rights and remedies provided under these Terms are

cumulative and not exclusive of those provided by law.

40.6 The Firm is under no obligation to exercise any right or

remedy either at all or in a manner or at a time beneficial to

the Client. No delay or failure by the Firm to exercise any of

its rights under these Terms (including any Transaction) or

otherwise shall operate as a waiver of those or any other

rights or remedies. No single or partial exercise of a right or

remedy shall prevent further exercise of that right or

remedy or the exercise of any other rights or remedies. No

course of conduct or previous dealings shall create any

future obligation to perform in the same manner.

40.7 If, at any time, any provision of these Terms is or becomes

illegal, invalid, or unenforceable in any respect under the

law of any jurisdiction, then such provision or part thereof

will, to that extent, be deemed severable and not form part

of these Terms. Neither the legality, validity or enforceability

of the remaining provisions of the Terms under the law of

that jurisdiction nor the legality, validity or enforceability of

such provision under the law of any other jurisdiction shall

be in any way affected.

40.8 The Client accepts that the Firm may be closed on significant

holidays within the United Kingdom or Europe. This means

that the Firm may not offer Services, in whole or in part,

every day of the year. The Client should keep itself appraised

of the Firm’s regular hours of business and closure schedule

to avoid any Service disruption or inconvenience when

trading.

40.9 The Firm’s records, unless shown to be wrong, will be

evidence of the Client’s dealings with the Firm in connection

with the Firm’s services. The Client will not object to the

admission of the Firm’s records in any legal proceedings

because such records are not originals, are not in writing or

are produced by a computer. The Client will not rely on the

Firm to comply with its record keeping obligations, although

records may be made available to the Client upon request,

the provision of which is subject to the Firm’s sole and

absolute discretion.

40.10 The Client and the Firm do not intend that any provision of

these Terms should be enforceable by virtue of the Contract

(Rights of Third Parties) Act 1999 by any person who is not a

party to these Terms.

40.11 If any action or proceeding is brought by or against the Firm

in relation to these Terms or arising out of any act or

omission by the Firm, the Client agrees to cooperate with

the Firm to the fullest extent possible in the defence or

prosecution of such action or proceeding.

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41 Governing Law

41.1 A transaction which is subject to the rules of a Market shall

be governed by the law applicable to it under those rules.

Subject thereto, this Agreement shall be governed by and

construed in accordance with English law.

41.2 Without prejudice to any rights the Client may have to refer

a complaint to the FOS as set out in Section 3.1, the Courts

of England have exclusive jurisdiction to settle any dispute

arising in connection with the Agreement and for such

purposes the Firm and the Client irrevocably submits to the

jurisdiction of the English courts.

41.3 Nothing in this Section 41 (Governing Law) shall prevent the

Firm from bringing proceedings against the Client in any

other country which may have jurisdiction to whose

jurisdiction the Client irrevocably submits.

41.4 Irrespective of the Client’s location, the Client agrees to the

service of legal process or any other documents in

connection with proceedings in any court by the registered

mailing of copies to the Client’s last address shown in the

Firm’s records, or in any other manner permitted by English

law, the law of the place of service or the law of the

jurisdiction where proceedings are instituted.


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1 Scope

1.1

1.2

This Schedule A (Rolling Spot Forex) supplements and

amends the Terms as expressly provided below. In the event

of any conflict or inconsistency between the main body of

the Terms and this Schedule, the provisions in this Schedule

shall prevail. The Client acknowledges and agrees that, by

executing the Notice Letter, the Client will be bound by the

provisions of this Schedule A.

This Schedule together with the main body of the Terms

shall govern the relationship between the Client and the

Firm when the Client enters into a Rolling Spot Forex

Contract.

2 Definitions

2.1

2.2

Words or phrases defined in the main body of the Terms

shall be assigned the same meaning in this Schedule A

(Rolling Spot Forex) unless otherwise defined.

In this Schedule A (Rolling Spot Forex), the following words

and phrases shall, unless the context otherwise requires,

have the following meanings and may be used in the

singular or plural as appropriate:

“Entry Order” shall mean an Order, stop or limit, initiating an

open position and executed when a specific price level is

reached as specified in the Order;

“Roll-Over Fee” shall mean as defined in Section 6.4 of this

Schedule.

3 Risks

3.1 The Firm has set out a general description of the nature and

risks associated with the products and investments it offers

in the High-Risk Investment Notice in Schedule E. The Client

should review this information before trading under these

terms.

4 Opening Rolling Spot Forex Contracts

4.1

4.2

4.3

A Rolling Spot Forex Contract will only be formed when the

Client provides an instruction to place an Order on a quote

provided by the Firm (either through the Trading Platform or

via telephone the latter is only available in the event of an

emergency where the Client is unable to execute and / or

close a Transaction over the Trading Platform), and the Firm

executes the instruction in accordance with Section 9

(Dealings Between the Firm and the Client) of the main body

of the Terms.

The Client may cancel an Order at any time by providing

notice to the Firm unless and until the Order has been

executed in whole or in part, only if the Order is an Entry

Order. If an Order has been executed in whole or in part it

will not be possible for the Client to cancel the Order to the

extent that the Order has been executed. If an Order is a

Market Order, it will not be possible for the Client to cancel

the Order at any time.

For Accounts where the Client is using the Non-Hedging

Setting, if the Client:

4.3.1

4.3.2

gives an Order to open a long position in relation to a

currency pair on an Account where at that time the Client

already has on that Account a short position in relation to

the same currency pair; or

gives an Order to open a short position in relation to a

currency pair where the Client already has a long position

in relation to the same currency pair; then the Firm will

treat the Client’s instruction to open the new position as

an instruction to close the existing position to the extent

of the size of the new position. If the new position is

greater in size than the existing position, then the existing

position will be closed in full and a new Rolling Spot Forex

Contract will be opened in relation to the excess size of

the new position.

4.4 For Accounts where the Client is using the Hedging Setting, if

the Client:

4.4.1 gives an Order to open a long position in relation to a

currency pair on an Account where at that time the Client

already has on that Account a short position in relation to

the same currency pair; or


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4.4.2 gives an Order to open a short position in relation to a

currency pair where the Client already has a long position

in relation to the same currency pair; the Firm will not

treat the Client’s instruction to open the new position as

an instruction to close the existing position.

5 Closing a Rolling Spot Forex Contract

5.1 On any Business Day on which the Client wishes to close any

Rolling Spot Forex Contract (whether in whole or in part) the

Client may give a Closing Notice to the Firm specifying the

Rolling Spot Forex Contract it wishes to close, the related

currency pair, the Contract Quantity and the Closing Date.

5.2 Following receipt of a Closing Notice, the Firm shall inform

the Client of the Closing Price of the Rolling Spot Forex

Contract and the Rolling Spot Forex Contract will be closed

at that price on the Closing Date. Any amounts payable by

the Client to the Firm as a result of the closed Rolling Spot

Forex Contract are immediately due and payable on the

Closing Date. Conversely, any amounts payable by the Firm

to the Client as a result of the closed Rolling Spot Forex

Contract are immediately due and payable on the Closing

Date, and will be deposited into the Client’s Account.

6 Rollover

6.1 A Rolling Spot Forex Contract is generally considered an

open-ended contract with no definitive close date. Open

ended Rolling Spot Forex Contracts will roll over each

trading day until the Client instructs the Firm to close the

Rolling Spot Forex Contract (and the Firm accepts and acts

on that instruction).

6.2 For the purposes of determining and fulfilling the Client’s

obligations with respect to a Rolling Spot Forex Contract,

including but not limited to the Client’s Margin obligations

under the main body of the Terms, a Rolling Spot Forex

Contract shall be deemed to be a single Rolling Spot Forex

Contract which is initiated when the Rolling Spot Forex

Contract is first opened and closed when the Client instructs

the Firm to close the Rolling Spot Forex Contract (and the

Firm accepts and acts on that instruction).

6.3 The Firm reserves the right to discontinue a rolling Market

facility at any time. The Firm will notify the Client as soon as

is reasonably practicable should it decide for whatever

reason to discontinue the roll over facility.

6.4 Where the Client enters into a Rolling Spot Forex Contract

with the Firm and the Client rolls that contract from one day

to the next, the Firm will charge the Client a Roll-Over Fee

relative to that Transaction, which:

6.4.1 will vary between currency pairs;

6.4.2 depend on the Contract Quantity; and

6.4.3 is subject to change from time to time.

6.5 The Roll-Over Fee may be positive or negative, meaning that

the Client will either owe money to the Firm or receive

money from the Firm each night a Rolling Spot Forex

Contract is rolled over. Details about the Roll-Over Fee may

be communicated to the Client through a variety of means

including but not limited to notification via the Trading

Platform, telephone, the Firm’s website, and/ or the

Financial Terms.

6.6 Unless the Client closes a Rolling Spot Forex Contract before

22:00 GMT (GMT+1 during the summer period), the Firm will

automatically roll over such open Rolling Spot Forex

Contracts on the Client’s Account to the following Business

Day, and subsequently charge the Client the relevant Roll-

Over Fee.


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1 Scope

1.1 This Schedule B (Contracts for Difference) supplements and

amends the main body of the Terms as expressly provided

below. In the event of any conflict or inconsistency between

the main body of the Terms and this Schedule, the

provisions in this Schedule shall prevail. The Client

acknowledges and agrees that, by executing the Notice

Letter, the Client will be bound by the provisions of this

Schedule B.

1.2 This Schedule B together with the main body of the Terms

shall govern the relationship between the Client and the

Firm when the Client enters into a CFD Contract.

1.3 Where the Client is a Resident of United States of America,

the Client is ineligible to enter into any CFD Contract, and

therefore any reference to CFDs in the main body of the

Terms and this Schedule shall not apply to the Client.

2 Definitions

2.1 Words or phrases defined in the main body of the Terms

shall be assigned the same meaning in this Schedule unless

otherwise defined.

2.2 In this Schedule, the following words and phrases shall,



appropriate:

“Calculation Adjustment” shall have the meaning given to it in

Section 8.4 of this Schedule;

“CFD Contract” shall mean any CFD entered into between the

Client and the Firm;

“Entry Order” shall mean an Order, stop or limit, initiating an

open position and executed when a specific price level is

reached as specified in the Order;

“Financial Instrument” shall mean an investment within

articles 76 through 80 or 83 through 85 of the Financial

Services and Markets Act 2000 (Regulated Activities) Order

2001;

“Finance Charge” shall mean the fee charged by the Firm to

the Client for rolling a CFD Contract from one day to the next;

“Merger Event” shall have the meaning given to it in Section

8.5 of this Schedule;

“Single Share CFD” shall mean a CFD Contract where the

Underlying Instrument relates to one Equity rather than a

basket of Equities;

“Take-over Offer” shall mean with respect to any CFD Contract

that relates to an Equity, a takeover offer, tender offer,

exchange offer, solicitation, proposal or other event by any

entity or person that results in such entity or person

purchasing or otherwise obtaining or having the right to obtain

(by conversion or other means) 50% or more of the

outstanding voting shares of the issuer of the relevant Equity

or share; and

“Transaction Charge” shall mean the fee charged by the Firm

to the Client for opening and/ or closing a CFD Contract where

the Underlying Instrument is a Security.

3 Risks





terms.

4 Services

4.1 Subject to the Client fulfilling its obligations under the terms,

the Firm may enter into CFD Contracts with the Client, the

subject of such contracts relating to any Underlying

Instrument offered by the Firm from time to time.

4.2 A CFD is a cash-settled contract, which seeks to confer

similar economic benefits to an investment in the relevant

Underlying Instrument, without the usual costs and rights

associated with an investment in the Underlying Instrument,

although other costs and rights will apply to a CFD.

Therefore, unless otherwise agreed in writing by the Firm

and the Client, the Client acknowledges and agrees that it

will not be entitled to delivery of, or be required to deliver,

the Underlying Instrument to which a CFD Contract relates,

nor will the Client acquire any interest in the relevant

Underlying Instrument or be entitled to receive dividends or

any equivalent thereof, to exercise voting rights, to receive

any rights pursuant to any rights or bonus issue, or to

participate in any placing or open offer by virtue of its CFD

Contract where an Underlying Instrument is a Security. The

payment of any dividend or occurrence of any rights or

bonus issue, placing, open offer or take-over in respect of a

CFD Contract where the Underlying Instrument is a Security,

shall be dealt with in accordance with these terms.

5 Obtaining a Quote and Order Placement

5.1 At any time that the Client wishes to obtain a quote or place

an Order to open a CFD Contract, the Client may contact the

Firm (or an Associated Firm or a Fund Manager) in

accordance with the provisions of Section 5.3 of this

Schedule.

5.2 Where requested by the Client, the Firm may, but shall not

be obliged to, provide quotes or receive Orders outside the

normal hours of trading.

5.3 Depending on the Underlying Instrument, the Client may

contact the Firm (or an Associated Firm or a Fund Manager))


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to obtain a quote, place an Order or otherwise trade with

the Firm subject to the following:

5.3.1 where the Client wishes to deal in a CFD the subject of

which is not a Security, the Client may obtain an indicative

quote, place an Order or otherwise trade with the Firm in

accordance with Section 9.1.1 of the main body of the

Terms.

5.3.2 where the Client wishes to deal in a CFD, the subject of

which is a Security, the Client may request an indicative

quote, place an Order or otherwise trade with the Firm

electronically through the Trading Platform or by

telephoning the Firm’s office. Orders by telephone will

only be accepted by the Firm during specified hours which

will be notified to the Client from time to time and subject

to inability to execute Orders via the Trading Platform.

The Client can only place an Order via telephone by talking

directly to the authorised personnel of the Firm. No

messages may be left, and no Orders may be placed using

an answering machine or voicemail phone facilities via

facsimile.

5.4 The Firm may stipulate a minimum and/ or maximum

Contract Quantity per Underlying Instrument from time to

time and the Firm reserves the right to vary such stipulations

according to market conditions.

6 Opening CFD Contracts

6.1 A CFD Contract will only be formed when the Client provides

an instruction to place an Order on a quote provided by the

Firm, and the Firm executes the instruction in accordance

with Section 9 (Dealings between the Firm and the Client) of

the main body of the Terms and Section 5 (Obtaining a

Quote and Order Placement) of this Schedule.

6.2 The Client may cancel an Order at any time by providing





extent that the Order has been executed. If an Order is a

Market Order, it will not be possible for the Client to cancel

the Order at any time.

6.3 For Accounts where the Client is using the Non-Hedging

Setting, if the Client:

6.3.1 gives an Order to open a long position in relation to an

Underlying Instrument on an Account where at that time

the Client already has on that Account a short position in

relation to the same Underlying Instrument; or

6.3.2 gives an Order to open a short position in relation to an

Underlying Instrument where the Client already has a long

position in relation to the same Underlying Instrument;

then the Firm will treat the Client’s instruction to open the

new position as an instruction to close the existing

position to the extent of the size of the new position. If

the new position is greater in size than the existing

position, then the existing position will be closed in full

and a new CFD Contract will be opened in relation to the

excess size of the new position.


the Client:





6.4.2 gives an Order to open a short position in relation to a

Contract Investment Price where the Client already has a

long position in relation to the same Underlying

Instrument; the Firm will not treat the Client’s instruction

to open the new position as an instruction to close an

existing position.

7 Closing CFD Contracts


CFD Contract (whether in whole or in part) the Client may

give a Closing Notice to the Firm specifying the CFD Contract

it wishes to close, the related Underlying Instrument, the

Contract Quantity and the Closing Date.


the Client of the Closing Price of the CFD Contract and the

CFD Contract will be closed at that price on the Closing Date.

Any amounts payable by the Client to the Firm as a result of

the closed CFD Contract are immediately due and payable

on the Closing Date. Conversely, any amounts payable by

the Firm to the Client as a result of the closed CFD Contract

are immediately due and payable on the Closing Date and

will be deposited into the Client’s Account.

8 CFD Contracts on Securities

8.1 This Section 8 (CFD Contracts on Securities) of this Schedule

will apply to the Client when it enters into a CFD Contract

with the Firm, the subject of which is formed by Securities.

8.2 If any Securities become subject to possible adjustments as

the result of any of the events set out in Section 8.3 of this

Schedule, the Firm shall determine the appropriate

adjustment, if any, to be made to the current Contract Value

or Contract Quantity of any related CFD Contract to account

for the dilutive or concentrative effect as necessary to

preserve the economic equivalent of the CFD Contract prior

to the relevant event or to reflect the effect of the event on

the relevant Underlying Instrument. Such adjustments will

be effective as of the date determined by the Firm.

8.3 The events to which Section 8.2 of this Schedule refers may

include, without limitation, the declaration by the issuer of


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the Securities of the terms of any of the following:

8.3.1 a subdivision, consolidation or reclassification of shares, or

a free distribution of shares to existing holders by way of

bonus, capitalisation or similar issue;

8.3.2 distribution to existing holders of the underlying Securities

of additional shares, other share capital or Securities

granting the right to payment of dividends and/ or

proceeds of liquidation of the issuer, or Securities, rights

or warrants granting the right to a distribution of shares or

to purchase, subscribe, or receive shares, in any case for

payment (in cash or otherwise) at less than the prevailing

Market price per share; or

8.3.3 any event in respect of the Securities analogous to any of

the foregoing events or otherwise having a dilutive or

concentrative effect on the Market value of the Security.

8.4 If at any time a Merger Event as defined below occurs or a

Take-over Offer is made in respect of any relevant

Underlying Instrument where the subject is a Security, then

on or after the date of the Merger Event or at any time prior

to the Closing Date of such Take-over Offer, a “Calculation

Adjustment” (as defined herein) may be made. Calculation

Adjustment means that the Firm shall either:

8.4.1 make such adjustment to the exercise, settlement,

payment or any other terms of the CFD Contract as the

Firm may determine is appropriate to account for the

economic effect, if any, on the Security as a result of such

Merger Event or Take- over Offer (provided that no

adjustments will be made to account solely for changes in

volatility) expected dividends, stock loan rate or liquidity

relevant to the Security, which may, but need not, be

determined by reference to adjustment(s) made in

respect of such Merger Event or Take-over Offer by an

exchange to futures or options on the relevant Security

traded on such exchange; or

8.4.2 determine the effective date of that adjustment (if any).

8.5 If the Firm determines that no adjustment could be made

under Section 8.4 of this Schedule, which would produce a

commercially reasonable result, the Firm will issue a Closing

Notice to the Client. The date of such notice will be the

Closing Date. The Closing Price shall be such price as is

notified by the Firm to the Client. For the purposes of this

section, Merger Event means in respect of any CFD the

subject of which is formed by Securities:

8.5.1 any reclassification or change of the Security that results

in a transfer of or an irrevocable commitment to transfer

all outstanding Securities of the same class as the

Underlying Instrument to another entity or person,

whether by consolidation, amalgamation, merger or

binding share exchange of the issuer of the relevant

Security with or into another entity or person (other than

a consolidation, amalgamation, merger or binding share

exchange in which such issuer is the continuing entity and

which does not result in a reclassification or change of all

such outstanding Securities);

8.5.2 Take-over Offer of the outstanding Securities of the issuer

that results in a transfer of or an irrevocable commitment

to transfer all of them (other than those Securities already

owned or controlled by such other entity or person); or

8.5.3 consolidation, amalgamation, merger or binding share

exchange of the issuer of the relevant Securities or its

subsidiaries with or into another entity in which the issuer

is the continuing entity and which does not result in a

reclassification or change of all such Securities but results

in the outstanding Securities (other than those Securities

owned or controlled by such other entity) immediately

prior to such event collectively representing less than 50%

of the outstanding Securities immediately following such

event.

8.6 If all or substantially all the shares or assets of an issuer of

Securities (such issuer and Securities being the subject of an

existing CFD Contract) are nationalised, expropriated or are

otherwise required to be transferred to any governmental

agency, authority, entity or instrumentality thereof, the day

on which such event occurs, or is declared shall be the

Closing Date. The Closing Price shall be such price as is

notified by the Firm to the Client.

9 CFD Contracts on Financial Instruments

9.1 This Section 9 (CFD Contracts on Financial Instruments) of

this Schedule shall govern the relationship between the

Client and the Firm when the Client enters into a CFD

Contract which has a Financial Instrument as the basis of the

contract.

9.2 If at any time trading on an exchange or market is

suspended which affects the Underlying Instrument to a CFD

Contract, the Firm shall calculate the value of the CFD

Contract with reference to the last traded price before the

time of suspension, or the Closing Price if no trading in that

Financial Instrument is undertaken during the Business Day

on which a suspension occurs. In the event that the

aforesaid suspension continues for five (5) Business Days,

the Client and the Firm may agree, in good faith, a Closing

Date and a value of the CFD Contract. In the absence of such

agreement, the CFD Contract shall remain open in

accordance with the provisions of this section until such

time as the aforesaid suspension is lifted or the CFD

Contract is otherwise closed. During the term of a CFD

Contract, in the event that the Underlying Instrument is

suspended, the Firm has the right to terminate the CFD

Contract at its discretion and/ or to amend or vary any

Margin Requirements and Margin rates for that CFD

Contract.


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9.3 If a Regulated Market on which a Financial Instrument is

principally traded announces that pursuant to the rules of

such Market the relevant shares have ceased, or will cease

to be listed, traded or publicly quoted on the Market for any

reason (other than a Merger Event or Take-over Offer) and

are not immediately re-listed, re- traded or re-quoted on a

Market or quotation system located in the same country as

the Market (or where the Market is within the European

Union, in any member state of the European Union), or

already so issued, quoted or traded, and the Client has a CFD

Contract relating to the affected Financial instrument, the

day on which such an event occurs, or (if earlier) is

announced, shall be the Closing Date. The Closing Price will

be such price as notified by the Firm to the Client.

10 Transaction Costs and Rollover

10.1 In respect of Transactions in certain CFD Contracts, the Firm

may charge the Client a Transaction Charge and/ or a

Finance Charge. Transaction Charges will be specified in the

Financial Terms as amended from time to time. Transaction

Charges and Finance Charges will be deducted from the

Client’s Account following such times delineated in Section

10.7 of this Schedule. The Client must have sufficient money

on its Account at the relevant time to meet such obligations.

10.2 Where the Client opens a CFD Contract with the Firm and

the Underlying Instrument of that contract is a Security, the

Firm will charge the Client a Transaction Charge to open and

close the CFD Contract. Details behind the Transaction

Charge, including its calculation, are located in the Financial

Terms.

10.3 A CFD Contract is generally considered an open-ended

contract with no definitive close date unless the Underlying

Instrument, the Market or the Firm otherwise requires. Both

open ended and fixed-term CFD Contracts will roll over each

trading day until the Client instructs the Firm to close the

open CFD Contract (and the Firm accepts and acts on that

instruction) or the definitive close date is reached. The

Contract Value of an open CFD Contract is adjusted with

reference to the Market price of the Underlying Instrument

each trading day that a CFD Contract remains open.


obligations with respect to a CFD Contract, including but not

limited to the Client’s Margin obligations under the main

body of the Terms, a rolling CFD Contract shall be deemed to

be a single CFD Contract which is initiated when the CFD

Contract is first opened and closed when the Client instructs

the Firm to close the open CFD Contract (and the Firm

accepts and acts on that instruction) or the definitive close

date is reached.

10.5 The Firm reserves the right to discontinue a rolling market



reason to discontinue the rolling market facility.

10.6 Where the Client enters into a CFD Contract with the Firm

and the Client rolls that CFD Contract from one day to the

next, the Firm will charge the Client a Finance Charge

relative to that Transaction, which:

10.6.1 will vary between Underlying Instruments;


10.6.3 is subject to change from time to time. The Finance

Charge may be positive or negative, meaning that the

Client will either owe money to the Firm or receive money

from the Firm each night a CFD Contract is rolled over.

Details about the Finance Charge may be communicated

to the Client through a variety of means including but not

limited to notification via the Trading Platform, telephone,

the Firm’s website, and/ or the Financial Terms.

10.7 Depending on the Underlying Instrument, the Client may

incur the Finance Charge at different times. Unless the

Client:

10.7.1 closes a CFD Contract (the Underlying Instrument of such

contract being anything other than a Security) before

22:00 GMT (GMT +1 during the summer period), the Firm

will automatically roll over such open CFD Contracts on

the Client’s Account to the following Business Day, and

subsequently charge the Client the relevant Finance

Charge; or

10.7.2 closes a CFD Contract (the Underlying Instrument of such

contract being a Security) before the close of the Market

where the Underlying Instrument is traded, the Firm will

automatically roll over such open CFD Contracts on the

Client’s Account to the following Business Day, and

subsequently charge the Client the relevant Finance

Charge.

10.8 Where the Client opens a CFD Contract and the Underlying

Instrument of such CFD Contract is an oil future, the Client

acknowledges that such CFD Contract is a fixed term

contract. This means that the contract will have a definitive

close date, which will be notified to the Client via the Firm’s

website or any other means available to the Firm under the

main body of the Terms. If the Client fails to close such CFD

Contract before the definitive close date, the Firm will

automatically close that CFD Contract. Following a request

by the Client, the Firm may, but is not obliged to, reopen

that CFD Contract on the following Business Day subject to

the relevant Finance Charge.

11 Account Statements

11.1 Account Statements shall, in the absence of Manifest Error

or grossly obvious inaccuracies, be conclusive and binding

on the Client, unless the Client notifies the Firm of its

rejection in writing within two (2) Business Days of dispatch

of the Account Statement to the Client, or if the Firm notifies


36/48


the Client of an error in the Account Statement within the

same period.

11.2 Where the Client does not open, hold or close a CFD position

(where the Underlying Instrument of the contract is a

Security) in a given day, no Account Statement will be

generated for that day.

12 Payment, Withdrawal and Set-Off

12.1 Sections 13.2 and 13.5 of the main body of the Terms shall

not apply to the Client when it enters into Transactions in

CFDs where the Underlying Instrument is a Security. Rather,

for the purposes of trading in such CFDs, the Firm offers its

customers multi-currency accounts. The Client

acknowledges and agrees to the following:

12.1.1 all funds transferred into the Client’s Account (by either

the Client or the Firm) will be remain in the currency of

transfer unless the Firm accepts alternative instructions

from the Client. Where the Firm accepts alternative

instructions, the Firm will convert such funds into the

currency of the Client’s choice;

12.1.2 all payments from the Client’s Account will be made in the

currency of the payment obligation unless the Client and

the Firm otherwise agree. Where the Client does not hold

the relevant currency for payment and the Client and the

Firm do not agree to convert all or a portion of the Client’s

funds to meet the payment obligation, the Firm will

charge the Client’s Account with a floating debit in the

amount and currency of the relevant payment obligation;

the Firm will not remove any funds or force the currency

conversion. The floating debit will accrue interest at the

relevant rate prescribed in the Financial Terms. It is the

Client’s responsibility to extinguish this obligation by

either asking the Firm to convert available funds, or to

transfer sufficient funds in the relevant currency. Until the

Client takes such action, the Firm will continue to charge

interest. Where the Client has such floating debit balances

on its Account, the Firm will not allow the Client to enter

into Transactions with its available funds in excess of the

net balance (available funds less floating debit obligations

at the Firm’s elected rate of exchange); and

12.1.3 the provisions of this Section 12 (Payment, Withdrawal

and Set-Off) of this Schedule does not restrict the Firm’s

right of set-off at Section 13.8 of the main body of the

Terms or where otherwise provided under the terms. The

Client should be aware that the Firm can exercise its right

of set-off at any time and for any reason irrespective of

the provisions of this Section 12 (Payment, Withdrawal

and Set-Off) of this Schedule. The Client is therefore urged

to settle all floating debits as soon as possible.

13 Margin

13.1 The Firm may apply assets held by the Firm for the Client’s

behalf as Margin, which may be used by the Client to

conduct Margined Transactions in CFD Contracts where the

Underlying Instrument of such contract is a Security.

13.2 Where the Firm holds bonds or Equities on behalf of the

Client, the Firm shall rate the value of such Equities and

bonds that it chooses to accept as consideration for Margin

in its sole and absolute discretion on a daily basis following

the close of Markets. When rating such bonds and Equities,

the Firm uses a percentage rating (as determined by the

Firm in its sole and absolute discretion) to value the

Securities held. The cumulative valuation is then added to

the Client’s Account as usable Margin, which can be viewed

by the Client in the Secure Access Website and/ or on the

Trading Platform (where available). Because such Margin is

tied to non-cash collateral that is subject to market

movements, the Client expressly acknowledges that the

usable Margin derived from the non-cash collateral will

fluctuate based on market movements from time to time.


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1 Scope

1.1 This Schedule C (Futures and Options) supplements and

amends the Terms as expressly provided below. In the event

of any conflict or inconsistency between the Terms and this

Schedule, the provisions in this Schedule shall prevail. The

Client acknowledges and agrees that, by executing the

Notice Letter, the Client will be bound by the provisions of

this Schedule C.

1.2 This Schedule together with the main body of the Terms will

apply to the Client when it deals with the Firm in Futures

Contracts and Options Contracts traded on a Market.

2 Definitions


shall be assigned the same meaning in this Schedule unless

otherwise defined.

2.2 In this Schedule, the following words and phrases shall,



appropriate:

“Options Contract” shall mean any Transaction in an option

(an option being defined by the FCA Rules) entered into

between the Firm and the Client; and

“Futures Contract” shall mean any Transaction in a future (a

future being defined by the FCA Rules) entered into between

the Firm and the Client.

3 Risks





Terms.

4 Services

4.1 Subject to the Client fulfilling its obligations under the

Terms, the Firm may enter into Futures Contracts and

Options Contracts with the Client.

4.2 A Futures Contract involves the obligation to make, or to

take, delivery of the Underlying Instrument of the contract

at a future date, or in some cases to settle the position with

cash. The Firm will only enter into cash settled Futures

Contracts with the Client. Therefore, unless otherwise

agreed in writing by the Firm and the Client, the Client

acknowledges and agrees that it will not be entitled to

delivery of, or be required to deliver, the Underlying

Instrument to which a Futures Contract relates, nor will the

Client acquire any interest in the relevant Underlying

Instrument during the life of the contract.

4.3 The Firm may enter into an Options Contract with the Client

involving an obligation to make, or to take, delivery of the

Underlying Instrument of the contract at a future date and

price, or in some cases to settle the position with cash. The

obligation to make or to take delivery of the contract’s

Underlying Instrument will only relate to instances where

the Underlying Instrument is a Futures Contract or an

Equity; in such instances, unless otherwise agreed in writing

by the Firm and the Client, the Client acknowledges and

agrees that it will not acquire any interest in the relevant

Underlying Instrument or be entitled to receive dividends or

any equivalent thereof, to exercise voting rights, to receive

any rights pursuant to any rights or bonus issue, or to

participate in any placing or open offer prior to the exercise

of the Options Contract. Where the Options Contract is for

cash settlement, the Client acknowledges and agrees that it

will not be entitled to delivery of, or be required to deliver,

the Underlying Instrument to which an Options Contract

relates, nor will the Client acquire any interest in the

relevant Underlying Instrument, unless the Client and the

Firm otherwise agree in writing.

5 Margin

5.1 The Firm reserves the right to require the Client to post and

hold Margin in addition to the Margin required by the

relevant exchange. Such Margin requirements will be

communicated to the Client from time to time.

5.2 The Firm may apply assets held by the Firm for the Client’s

behalf as Margin, which may be used by the Client to

conduct Margined Transactions in either Futures Contracts

or Options Contracts.

5.3 Where the Firm holds bonds or Equities on behalf of the

Client, the Firm shall rate the value of such Equities and

bonds that it chooses to accept as consideration for Margin

in its sole and absolute discretion on a daily basis following

the close of Markets. When rating such bonds and Equities,

the Firm uses a percentage rating (as determined by the

Firm in its sole and absolute discretion) to value the

securities held. The cumulative valuation is then added to

the Client’s Account as usable Margin, which can be viewed

by the Client in the Secure Access Website and/ or on the

Trading Platform (where available). Because such Margin is

tied to non-cash collateral that is subject to market

movements, the Client expressly acknowledges that the

usable Margin derived from the non-cash collateral will


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fluctuate based on market movements from time to time.

6 Payment, Withdrawal and Set-off

6.1 Sections 13.2 and 13.5 of the main body of these Terms shall

not apply to the Client when it enters into Transactions in

Options Contracts or Futures Contracts. Rather, for the

purposes of trading in such Transactions, the Firm offers its

customers multi-currency accounts. The Client

acknowledges and agrees to the following:

6.1.1 all funds transferred into the Client’s Account (by either

the Client or the Firm) will be remain in the currency of

transfer unless the Firm accepts alternative instructions

from the Client. Where the Firm accepts alternative

instructions, the Firm will convert such funds into the

currency of the Client’s choice;

6.1.2 all payments from the Client’s Account will be made in the

currency of the payment obligation unless the Client and

the Firm otherwise agree. Where the Client does not hold

the relevant currency for payment and the Client and the

Firm do not agree to convert all or a portion of the Client’s

funds to meet the payment obligation, the Firm will

charge the Client’s Account with a floating debit in the

amount and currency of the relevant payment obligation;

the Firm will not remove any funds or force the currency

conversion. The floating debit will accrue interest at the

relevant rate prescribed in the Financial Terms. It is the

Client’s responsibility to extinguish this obligation by

either asking the Firm to convert available funds, or to

transfer sufficient funds in the relevant currency. Until the

Client takes such action, the Firm will continue to charge

interest. Where the Client has such floating debit balances

on its Account, the Firm will not allow the Client to enter

into Transactions with its available funds in excess of the

net balance (available funds less floating debit obligations

at the Firm’s elected rate of exchange).

6.1.3 The provisions of this Section 6 (Payment, Withdrawal and

Set-Off) of this Schedule does not restrict the Firm’s right

of set-off at Section 13.8 of the main body of the Terms or

any other rights to set-off as provided under the Terms.

The Client should be aware that the Firm can exercise its

right of set-off at any time and for any reason irrespective

of the provisions of this Section 5.3 (Payment, Withdrawal

and Set-Off) of this Schedule. The Client is therefore urged

to settle all floating debits as soon as possible.

7 Trading Arrangements

7.1 The Client understands that Markets may from time to time

sanction the making of contracts by the Firm off-exchange in

order to satisfy the Client’s order, where there has been an

error in the execution of the Client’s Order on-exchange.

Where a better price (an improvement) can be obtained, the

Firm may seek to secure and offer that improvement to the

Client. Where, in response to the Client’s Order, the Firm

has bought or sold in accordance with the instruction in the

Client’s Order to buy or, as the case may be, to sell but have

traded the wrong delivery/ expiry month or wrong exercise

price of the relevant contract, then the Firm may in

accordance with the Rules of any relevant Market offset any

loss arising from that trade against any improvement

achieved for the Client in the course of correctly satisfying

the Client’s Order, thus offering the Client only the net

improvement, if any.

7.2 Unless otherwise agreed in writing between the Firm and

the Client or where the Rules of a Market provide otherwise,

whenever any Transaction is entered into to close out any

existing Transaction, then the obligations of the Firm and

the Client under both sets of Transactions shall

automatically and immediately be terminated upon entering

into the second Transaction, except for any settlement

payment due in respect of such closed out Transactions.

7.3 Where the relevant Market or intermediate broker does not

specify a particular Transaction when making a delivery or

exercising a contract, the Firm may allocate randomly or in a

way which seems to it to be most equitable.

8 Exercise of Options

8.1 The Client understands that Markets have established

exercise cut-off times for the tender of instructions in

relation to exercise of options and that option will become

worthless in the event that the Client does not deliver

instructions by such expiration time. The Client also

acknowledges that the Firm may establish exercise cut-off

times which may be earlier than the exercise cut-off times

established by the relevant Market, the Client shall have no

claims against the Firm arising out of the fact that an option

was not exercised as a direct result of the Firm’s negligent

failure to inform the Client of its own exercise cut-off time in

respect of the particular option.

8.2 Where by virtue of Market rules an option is exercised

automatically under a back to back transaction which was

entered into by the Firm on the Client’s instructions, the

corresponding Transaction to which the Client and the Firm

are both party will be deemed to have been automatically

exercised at the same time.

9 Contracts Requiring Non-Cash Settlement


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9.1 With respect to Options Contracts requiring non-cash

settlement, the Client shall make Securities deliverable by it

available for settlement on or before the settlement date.

Where there are insufficient Securities in the Client’s

Account and the Firm proceeds to settlement, the Firm may

buy the Securities required for delivery at a price it believes

to be reasonable, charge the Client’s Account for the cost

thereof, deliver the Securities to satisfy the delivery

obligation, and credit the Client’s Account with the net

proceeds thereof (after deduction of commission and other

costs).

9.2 The Client will notify the Firm of all relevant details required

by the Firm of the Client’s settlement agent in respect of

Transactions which may be subject to Securities delivery

obligations. The Client will procure that its settlement agent

enters into such other documentation as may be necessary

to ensure that the clearing and settlement of such

Transactions takes effect without liability to the Firm.

10 Clearing and Give-Up Arrangements

10.1 Unless otherwise agreed between the Firm and the Client as

per Section 10.2 of this Schedule, the Firm will clear all

Transactions with another broker or dealer as specified by

the Firm.

10.2 The Client may request, but the Firm shall not be obliged to

comply, that the Firm establish a give-up arrangement

between the Client, the Firm and another broker or dealer.

Where the Firm agrees to enter into such a relationship, the

Client authorises the Firm to enter into and execute any

Give-Up Agreement on the Client’s behalf. Where the Client

and the Firm are party to a give-up agreement, the

provisions of the give-up agreement shall prevail over these

Terms in the event of any inconsistency.

10.3 In respect of every Transaction made between the Firm and

the Client and given up to be cleared by another broker or

dealer as specified by the Client:

10.3.1 if such broker or dealer accepts the give-up, the Firm shall

(without prejudice to any claim it may have for

commission or other payment) upon such acceptance

cease to be a party to the Transaction and shall have no

obligation to the Client for its performance; and/ or

10.3.2 if such other broker or dealer declines to accept the give-

up, the Firm shall be entitled at its option either to

confirm the Transaction with the Client or to liquidate it

by such sale, purchase, disposal or other Transaction or

cancellation as the Firm may in its discretion determine,

whether on the relevant Market or by private contract or

any other feasible method (including the Firm taking it

over or transferring it to an Associated Firm), and any

balance resulting from such liquidation shall be promptly

settled between the Client and the Firm but without

prejudicing the Firm’s rights under these Terms or

otherwise.

10.4 Subject to the Rules of any relevant Market, Sections 10.4

and 0 of this Schedule applies where there is a give-up

agreement between the Client, the Firm and a third party

executing broker, and the reference number or mnemonic

applicable to the Client is quoted by such executing broker

when a Transaction is submitted to the Firm for clearing. In

acting as the Client’s clearing broker the Firm shall accept a

Transaction given up to it for clearing only if the Firm has

agreed with the Client to clear Transactions of such a

description and the acceptance thereof would not breach

any position or other limits applicable to the Client’s account

with the Firm.

10.5 Notwithstanding any provision contained in the relevant

give-up agreement, if the Firm accepts such Transaction for

clearing, such Transaction shall be binding and conclusive on

the Client immediately on its acceptance for clearing by the

Firm whether or not the details of such Transaction have

previously been confirmed to the Firm by the Client. The

Firm shall not be liable to the Client for any losses, costs,

expenses or damages arising from any discrepancy between

details in the Client’s instructions to such executing broker

and details of Transactions submitted to the Firm for

clearing. Any dispute relating to a Transaction given up or

attempted to be given up to the Firm for clearing shall be

determined under applicable arbitration rules of the

relevant Market.

Subject to the Rules of any relevant Market, if a give-up

agreement between the Client, the Firm and a third party

executing broker provides that the executing broker will

invoice the Firm directly for its commissions in relation to

the execution of an Order, then the Firm shall be entitled to

rely on the details specified in any invoice presented to it by

such executing broker and, notwithstanding that the

amounts specified in the invoice may be incorrect, the Client

shall fully reimburse the Firm for any sum paid to the

executing broker in respect of that invoice. The Firm shall

have no liability to the Client for any losses, costs, expenses

or damages incurred or suffered by the Client as a result of

an incorrect amount being specified in an invoice.


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1 Scope

1.1 This Schedule D (Spread Bet) supplements and amends the

main body of the Terms as expressly provided below. In the

event of any conflict or inconsistency between the main

body of the Terms and this Schedule, the provisions in this

Schedule shall prevail. The Client acknowledges and agrees

that, by executing the Notice Letter, the Client will be bound

by the provisions of this Schedule D.

1.2 Sections 2 to 9 of this Schedule together with the main body

of the Terms governs the relationship between the Client

and the Firm when the Client deals with the Firm in Spread

Bet Contracts.

2 Definitions


shall be assigned the same meaning in this Schedule D

unless otherwise defined.

2.2 In this Schedule D, the following words and phrases shall,



appropriate:

“Merger Event” has the meaning given to it in Section 8.5 of

Schedule B;

“Spread Bet Contract” means any Spread Bet entered into

between the Client and the Firm;

“Roll-Over Fee” has the meaning given to it in Sections 8.4 to

8.6 of this Schedule D.

3 Services

3.1 Subject to the Client fulfilling its obligations under the terms,

the Firm may enter into Spread Bet Contracts with the

Client, the subject of such contracts relating to any

Underlying Instrument offered by the Firm from time to

time.

3.2 The Firm will only enter into Spread Bet Contracts with

residents of the United Kingdom and Ireland.

3.3 A Spread Bet is a cash-settled gaming contract. Therefore,

unless otherwise agreed in writing by the Firm and the

Client, the Client acknowledges and agrees that it will not be

entitled to delivery of, or be required to deliver, the

Underlying Instrument to which a Spread Bet Contract

relates, nor will the Client acquire any interest in the

relevant Underlying Instrument or be entitled to receive

dividends or any equivalent thereof, to exercise voting

rights, to receive any rights pursuant to any rights or bonus

issue, or to participate in any placing or open offer by virtue

of its Spread Bet Contract where the Underlying Instrument

is a Security.

4 Obtaining a Quote and Order Placement

4.1 At any time that the Client wishes to obtain a quote or place

an Order to open a Spread Bet Contract, the Client may

contact the Firm (or an Associated Firm where so instructed

by the Firm) in accordance with the provisions of Section 9

of the main body of the Terms.

4.2 Where requested by the Client, the Firm may, but shall not

be obliged to, provide quotes or receive Orders outside the

normal hours of trading.

4.3 The Firm may stipulate a minimum and/or maximum

Contract Quantity per Underlying Instrument from time to

time and the Firm reserves the right to vary such stipulations

according to Market conditions.

5 Opening of Spread Bets

5.1 A Spread Bet Contract will only be formed when the Client

provides an instruction to place an Order on a quote

provided by the Firm (either through the Trading Facility or

via telephone), and the Firm executes the instruction in

accordance with Section 9 of the main body of the main

body of the Terms and Section 5 of this Schedule D.

5.2 The Client may cancel an Order at any time by providing





extent that the Order has been executed. If an Order is a Market Order,

it will not be possible for the Client to cancel the Order at any time.

5.3 For Accounts where the Client is using a Non-Hedging

Setting if the Client:





5.3.2 gives an Order to open a short position in relation to an

Underlying Instrument where the Client has a long

position in relation to the same Underlying Instrument;


41/48


then the Firm will treat the Client’s instruction to open the

new position as an instruction to close the existing

position to the extent of the size of the new position. If

the new position is greater in size than the existing

position, then the exiting position will be closed in full and

a new Spread Bet Contract will be opened in relation to

the excesses size of the new position.


the Client:

5.4.1 Gives an Order to open a long position in relation to an




5.4.2 Gives an order to open a short position in relation to a

Contract Investment Price where the Client already has a

long position in relation to the same Underlying

Instrument;

the Firm will not treat the Client’s instructions to open the

new position as an instruction to close an existing

position.

6 Closing a Spread Bet


Spread Bet Contract (whether in whole or in part) the Client

may give a Closing Notice to the Firm specifying the Spread

Bet Contract it wishes to close, the related Underlying

Instrument, the Contract Quantity and the Closing Date.


the Client of the Closing Price of the Spread Bet Contract and

the Spread Bet Contract will be closed at that price on the

Closing Date. Any amounts payable by the Client to the Firm

as a result of the closed Spread Bet Contract are

immediately due and payable on the Closing Date.

Conversely, any amounts payable by the Firm to the Client

as a result of the closed Spread Bet Contract are

immediately due and payable on the Closing Date, and will

be deposited into the Client’s Account.

7 Exchange Suspensions and Delisting

7.1 If at any time trading on an exchange or market is

suspended which affects the Underlying Instrument to a

Spread Bet Contract, the Firm shall calculate the value of the

Spread Bet Contract with reference to the last traded price

before the time of suspension, or the Closing Price if no

trading in that Financial Instrument is undertaken during the

Business Day on which a suspension occurs. In the event

that the aforesaid suspension continues for five (5) Business

Days, the Client and the Firm may agree, in good faith, a

Closing Date and a value of the Spread Bet Contract. In the

absence of such agreement, the Spread Bet Contract shall

remain open in accordance with the provisions of this

section until such time as the aforesaid suspension is lifted

or the Spread Bet Contract is otherwise closed. During the

term of a Spread Bet Contract, in the event that the

Underlying Instrument is suspended, the Firm has the right

to terminate the Spread Bet Contract at its discretion and/or

to amend or vary any Margin requirements and Margin rates

for that Spread Bet Contract.

7.2 If a Regulated Market on which a Financial Instrument is

principally traded announces that pursuant to the rules of

such Market the relevant shares have ceased, or will cease

to be listed, traded or publicly quoted on the Market for any

reason (other than a Merger Event or Take-over Offer) and

are not immediately re-listed, re-traded or re-quoted on a

Market or quotation system located in the same country as

the Market (or where the Market is within the European

Union, in any member state of the European Union), or

already so issued, quoted or traded, and the Client has a

Spread Bet Contract relating to the affected financial

instrument, the day on which such an event occurs, or (if

earlier) is announced, shall be the Closing Date. The Closing

Price will be such price as notified by the Firm to the Client.

8 Rollover

8.1 A Spread Bet Contract is generally considered an open-

ended contract with no definitive close date unless the

Underlying Instrument, the Market or the Firm otherwise

requires. Both open ended and fixed-term Spread Bet

Contracts will roll over each trading day until the Client

instructs the Firm to close the open Spread Bet Contract

(and the Firm accepts and acts on that instruction) or the

definitive close date is reached. The Contract Value of an

open Spread Bet Contract is adjusted with reference to the

Market price of the Underlying Instrument each trading day

that a Spread Bet Contract remains open.


obligations with respect to a Spread Bet Contract, including

but not limited to the Client’s Margin obligations under the

main body of the Terms, a rolling Spread Bet Contract shall

be deemed to be a single Spread Bet Contract which is

initiated when the Spread Bet Contract is first opened and

closed when the Client instructs the Firm to close the open

Spread Bet Contract (and the Firm accepts and acts on that

instruction) or the definitive close date is reached.

8.3 The Firm reserves the right to discontinue a rolling market


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reason to discontinue the rolling market facility.

8.4 In respect of Transactions in certain Spread Bet Contracts,

the Firm may charge the Client a Rollover Fee. The Rollover

Fee will be deducted from the Client’s Account following the

times delineated in Section 8.7 of this Schedule D below. The

Client must have sufficient money on its Account at the

relevant time to meet such obligations.

8.5 Where the Client enters into a Spread Bet Contract with the

Firm and the Client rolls that contract from one day to the

next, the Firm will charge the Client a Rollover Fee relative

to that Transaction, which:

8.5.1 will vary between Underlying Instruments;


8.5.3 is subject to change from time to time.

8.6 The Rollover Fee may be positive or negative, meaning that

the Client will either owe money to the Firm or receive

money from the Firm each night a Spread Bet Contract is

rolled over. Details about the Rollover Fee may be

communicated to the Client through a variety of means

including but not limited to notification via the Trading

Facility, telephone, the Firm’s website.

8.7 Unless the Client closes a Spread Bet Contract before 17:00

EST, the Firm will automatically roll over such open the

Spread Bet Contracts on the Client’s Account to the

following Business Day, and subsequently charge the Client

the relevant Rollover Fee.

8.8 Where the Client opens a Spread Bet Contract and the

Underlying Instrument of such contract is a CFD on an oil

future, the Client acknowledges that the Spread Bet

Contract is a fixed term contract. This means that the

contract will have a definitive close date, which will be

notified to the Client via the Firm’s website or any other

means available to the Firm under the main body of the

Terms. If the Client fails to close such Spread Bet Contract

before the definitive close date, the Firm will automatically

close that Spread Bet Contract. Following a request by the

Client, the Firm may, but is not obliged to, reopen that

Spread Bet Contract on the following Business Day subject

to the relevant Rollover Fee.

9 Tax

9.1 The Firm is responsible for the payment of betting duty in

relation to each Spread bet Contract that the Client opens.

The Client will not be liable for betting duty and the Firm will

not charge the Client a fee or commission specifically

intended to cover the betting duty. However, in the event of

change on the basis of taxation, the Firm reserves the right

to vary this provision with thirty (30) days written notice,

and the Client may terminate the Agreement in accordance

with Section 35.

9.2 The Firm does not advise the Client on any tax issues. If the

Client has any questions or concerns relating to the taxation

of any Transactions, the Client should seek its own

independent tax advice.


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1 Scope

1.1 This Schedule E High-Risk Investment Notice (“Notice”) supplements and amends the main body of the Terms as expressly provided below.

In the event of any conflict or inconsistency between the main body of the Terms and this Notice, the provisions of this Notice shall prevail.

The Client acknowledges and agrees that, by executing the Notice Letter, the Client will be bound by the provisions of this Notice.

2 Definitions and Interpretations

2.1 Words or phrases defined in the main body of the Terms shall be assigned the same meaning in this Notice unless otherwise defined.

2.2 In this Notice, the following words and phrases shall, unless the context otherwise requires, have the following meanings and may be used

in the singular or plural as appropriate:

“You” shall mean the Client; and

“We”, “us”, “our” shall mean the Firm.

3 General Information

3.1 This Notice is provided to you in compliance with the Financial Conduct Authority rules, and it is a requirement that you acknowledge it,

understand it and agree to it before you open an account with us.

3.2 This Notice does not disclose all the risks and other significant aspects that may exist when trading in the financial markets, and before

opening an account with us, we will make an assessment of whether the services are appropriate for you, and notify you where we do not

deem the services appropriate for you; however, it is your responsibility to ensure that you fully understand the nature of the transactions

you are entering into and the extend of your exposure to risk before opening an account with us.

3.3 Before entering into any transaction with us, you should furthermore be satisfied that the contract is appropriate for you in the light of

your knowledge and experience. In the event you have any doubts in respect of the risks or appropriateness of any investment, please seek

professional advice from an independent financial advisor.

3.4 Should you decide to open an account with us, it is important that you remain aware of the risks involved with the services provided

hereunder; that you have adequate financial resources to bear such risks; and that you monitor your open positions carefully at all times.

The value of the investments can increase and fall, and any income from them is not guaranteed. When trading margined transactions, it is

possible to lose your initial investment with us and your entire account balance. You should only trade with funds that you can afford to

lose. It must also be noted that past performance is not a guide to future performance.

4 Execution Only

4.1 Our services enable you to trade in financial products in the relevant markets via the internet and trading platform on an execution-only

basis. We will therefore not provide you with any form of investment and/ or tax advice, or advice you on the merits of a particular

transaction. Any decisions on investments are purely your own decision. In the provision of the services, we are not required to assess the

suitability for you of the services provided or offered to you.

4.2 Please therefore ensure you carefully read and understand the risks involved in any trading decision you make. If you have any doubt

whether an investment is suitable for you, you should obtain independent expert advice.

5 Contingent Liability Transactions

5.1 Contingent liability transactions, such as contract for differences (CFDs), rolling spot forex and other financial products traded on margin

will require you to make a series of payments against the purchase price, instead of paying the whole purchase price immediately.

Schedule E · High Risk Investment Notice

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5.2 If you trade in CFDs or other products traded on margin you may sustain a total loss of the margin you deposit to establish or maintain an

open position. In the event the market moves against you, as Professional Client or Eligible Counterparty you may be called upon to pay

substantial additional funds or margin at short notice to maintain the open position with us. If you fail to do so within the time required,

your open position may be liquidated at a loss.

5.3 Contingent liability transactions entered into by you, that are not traded on or under the rules of a recognised or designated investment

exchange (such as rolling spot forex transactions, may expose you to substantially greater risks).

5.4 Before you commence trading, you should obtain details of all commissions and other charges for which you will be liable. If any charges

are not expressed in monetary terms (but, for example, as a percentage of contract value), you should obtain a clear and written

explanation, including appropriate examples, to establish what such charges are likely to mean in specific monetary terms. In the case of

futures, when commission is charged as a percentage, it will normally be as a percentage of the total contract value, and not simply as a

percentage of your initial payment.

6 Rolling Spot Forex

6.1 Transactions in rolling spot forex contracts carry a high degree of risk, and may not be suitable for all investors. The “gearing” or “leverage”

often obtainable in rolling spot forex trading means that a relatively small market movement can lead to a proportionately much larger

movement in the value of your liability. Before deciding to trade rolling spot forex contracts you should carefully consider your investment

objectives, level of experience, and risk appetite. The possibility exists that you could sustain a loss of some or all of your initial investment

and therefore you should not invest money that you cannot afford to lose. Margined currency trading is one of the riskiest forms of

investment available in the financial markets and is only suitable for experienced individuals and institutions. Given the possibility of losing

an entire investment, speculation in the precious metals or foreign exchange market should only be conducted with risk capital funds that

if lost will not significantly affect your personal or institution’s financial wellbeing.

7 Contracts for Difference

7.1 By transacting in CFDs, you are subject to a higher level of risks than the risks associated with transactions in traditional shares. You may

not get back the amount initially invested and may be required to make additional payments by way of margin payments on a frequent

basis.

7.2 You should not deal in CFDs unless you understand their nature and the extent of your exposure to risk. You should also be satisfied that

the product is suitable for you in the light of your circumstances and financial position. Although CFDs can be utilised for the management

of investment risk, it may not be suitable for some investors.

7.3 Spread Bets are a form of a CFD. However, unlike other futures and options, these contracts can be settled in cash. Transactions in CFD or a

Spread Bet may also have contingent liability and you should be aware of the implications of this as set out in Section 16 in this Notice.

8 CFDs settled in cash

8.1 Investing in a CFD carries the same risks as investing in a future, option or other derivative product. Transactions in CFDs may also have a

contingent liability (as elaborated on above) and you should be aware of the implications of this.

9 Volatile Markets and Closed Markets

9.1 Various situations, developments or events may arise when the markets for the underlying instruments are closed for trading. These

events may cause the CFD markets to open at a significantly different price from when the CFD markets were closed (gapping). There is a

substantial risk that stop orders left to protect open positions held over the periods when the CFD markets are closed, will be executed at

levels significantly worse than their specified price.

9.2 Under certain trading conditions it may be difficult or impossible to liquidate an open position. This may occur, for example, at times of

rapid price movement if the price rises or falls in one trading session to such an extent that trading in the underlying market is suspended

or restricted.

10 Non-Guaranteed Stops

10.1 Placing non-guaranteed stop order will not necessarily limit your losses to the intended amounts, because market conditions may make it

impossible to execute such an order if the underlying market moves straight through the stipulated price.


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11 Futures

11.1 Transactions in futures involve the obligation to make, or to take delivery of the underlying asset of the contract at a future date, or in

some cases to settle your open position with cash. Futures carry a high degree of risk. The “gearing” or “leverage” often obtainable in

futures trading means that a small deposit or down payment can lead to large losses as well as gains. It also means that a relatively small

market movement can lead to a proportionately much larger movement in the value of your investment, and this can work against you as

well as for you. Futures transactions have a contingent liability, and you should be aware of the implications of this, in particular the margin

requirements.

12 Options

12.1 There are many different types of options with different characteristics subject to different conditions:

> Buying options

> Writing options

> Traditional options

13 Buying Options

13.1 Buying options involves less risk than selling options because, if the price of the underlying asset moves against you, you can simply allow

the option to lapse. The maximum loss is limited to the premium, plus any commission or other transaction charges. However, if you buy a

call option on a futures contract and you later exercise the option, you will acquire the future. This will expose you to the risks described

under “futures” above.

14 Writing Options

14.1 If you write an option, the risk involved is considerably greater than buying options. You may be liable for margin to maintain your open

position and a loss may be sustained well in excess of any premium received. By writing an option, you accept a legal obligation to

purchase or sell the underlying asset if the option is exercised against you, however far the market price has moved away from the exercise

price. In the event you already own the underlying asset which you have contracted to sell (known as “covered call options”) the risk is

reduced. In the event you do not own the underlying asset (known as “uncovered call options”) the risk can be unlimited. Only experienced

individuals should contemplate writing uncovered options, and then only after securing full details of the applicable conditions and

potential risk exposure.

15 Traditional Options

15.1 A particular type of option called a “traditional option” is written by certain London Stock Exchange firms under special exchange rules.

These may involve greater risk than other options. Two-way prices are not usually quoted and there is no exchange market on which to

close out an open position or to effect an equal and opposite transaction to reverse an open position. It may be difficult to assess its value

or for the seller of such an option to manage the exposure to risk.

15.2 Certain options markets operate on a margined basis, under which buyers do not pay the full premium on their option at the time they

purchase it. In this situation you may subsequently be called upon to pay margin on the option up to the level of your premium. If you fail

to do so as required, your position may be closed or liquidated in the same way as a futures position. You must also release that the limited

risk in buying future and/ or options means you could lose the entire option investment should the option expire worthless.

16 Weekend Risk

16.1 Various situations, developments or events may arise over a weekend (Friday 21.55 GMT – Sunday 22.01 GMT (Friday 20.55 GMT – Sunday

21.01 GMT during the summer period)) when the currency markets generally close for trading, that may cause the currency markets to

open at a significantly different price from where they closed on Friday afternoon. Our customers will not be able to use the trading

platform to place or change orders over the weekend and at other times when the markets are generally closed. There is a substantial risk

that stop-loss orders left to protect open positions held over the weekend will be executed at levels significantly worse than their specified

price.

17 Liquidity Risk

17.1 Trading in the OTC market carries a high degree of liquidity risk. You acknowledge that liquidity risk resulting from decreased liquidity is


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usually due to unanticipated changes in economic and/ or political conditions. You acknowledge that liquidity risk can affect the general

market in that all participants experience the same lack of buyers and/ or sellers. It can also be due to changes in liquidity available to us

from our inter-bank liquidity providers. When liquidity decreases, you can expect, at the minimum, to have wider bid/ask spreads as the

supply for available bid/ask prices outstrip demand. Decreases in liquidity can also result in a “fast market” conditions where the price

moves sharply higher or lower or in a volatile up/down pattern without trading in an ordinary step-like fashion. It is therefore important to

note that our prices, bid/ask spreads and liquidity will reflect the prevailing inter-bank market liquidity.

18 Electronic Trading

18.1 Trading through the trading platform as an electronic trading system may differ from trading in a conventional or open market. Customers

that trade on an electronic trading system are exposed to risks associated with the system, including the failure of hardware and software

and system down time, including without limitation the individual customer’s systems and the communication infrastructure connecting

the trading platform with the customers.

18.2 You understand that by choosing to conduct trading via our trading platform, you assume and accept certain risks as highlighted in our

prevailing Terms and for which you agree that neither us nor our third party service providers shall be liable, including but not limited to

the risk of: power outages, broken connections, network circuit obstruction or congestion, transmission failures, transmission delays, the

risk of delayed communications during period of increased market volatility, delay and/ or rejection by a third party broker involved in your

transaction and/ or other occurrences outside our direct control (collectively, “Technical Issues”). You hereby agree to indemnify and hold

us harmless with respect to any and all losses you many sustain in connection with any and all of the Technical Issues. In no event will we

be liability for your inability to engage in trading via our trading platform and we shall not be responsibility for any losses or missed

opportunities by you due to the delay or non-delivery of any order or instruction via the trading platform.

19 Risk Reducing Orders or Strategies

19.1 The placing of certain orders (e.g., stop-loss orders, where permitted under local law, or "stop-limit" orders), which are intended to limit

losses to certain amounts may not be effective because market conditions may make it impossible to execute such orders. Strategies using

combinations of positions, such as "spread" and "straddle" positions, may be as risky as taking simple "long" or "short" positions.

20 Electronic Communication

20.1 We offer you the opportunity to trade and communicate with us via electronic means, for example by our trading platform and email.

Although electronic communication is often a reliable way to communicate, no electronic communication is entirely reliable or always

available. In the event you choose to deal with us via electronic communication, you should be aware that electronic communications can

fail, can be delayed, may not be secure and/ or may not reach the intended destination.

21 Foreign Markets

21.1 Foreign markets involve different risks than those in the United Kingdom. In some cases the risks will be greater. The potential for profit or

loss from transactions on foreign markets or in foreign denominated contracts will also be affected by fluctuations in the foreign exchange

rates. Such enhanced risks include the risks of political or economic policy changes, which may substantially and permanently alter the

conditions, and price of a foreign currency.

22 Collateral

22.1 If you deposit collateral as security with us, the way in which it will be treated will vary according to the type of transaction and where it is

traded. There could be significant differences in the treatment of your collateral depending on whether you are trading on a recognised or

designated investment exchange, with the rules of that exchange (and associated clearing house) applying, or trading off exchange.

Deposited collateral may lose its identity as your property once dealings on your behalf are undertaken. Even if your dealings should

ultimately prove profitable, you may not get back the same assets which you deposited and may have to accept payment in cash or

equivalent.

23 Prices

23.1 The prices quoted on the trading platform are independent of prices of other institutions. Therefore, prices reported by us are

independent and can differ from prices displayed elsewhere or from other liquidity providers in the interbank market. Differences can

result from, but are not limited to, changes in liquidity from interbank market makers, resulting in an unbalanced position or exposure, or

differing expectations of price movements. We expect that in most cases the prices provided to you will be in line with the interbank

market but we cannot represent, warrant or covenant, explicitly or implicitly, that this will always be the case. Consequently, we may


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exercise considerable discretion in setting margin requirements and collecting margin deposits.

24 Commissions

24.1 Before you commence trading, you should obtain details of all commissions and other charges for which you will be liable. In the event any

charges are not expressed in monetary terms (but, for example, as a percentage of contract value), you should obtain a clear written

explanation, including appropriate examples, to establish what such charges are likely to mean in specific monetary terms. In the case of

futures, when commission is charged as a percentage, it will normally be as a percentage of the total contract value, and not simply as a

percentage of your initial payment.

25 Suspensions of Trading

25.1 Under certain trading conditions it may be difficult or impossible to liquidate an open position. This may occur, for example, at times of

rapid price movement if the price rises or fall in one trading session to such an extent that without limitation under the rules of the

relevant exchange, or third-party liquidity provider, trading is suspended or restricted. Placing a stop-loss order will not necessarily limit

your losses to the intended amounts, as market conditions may make it impossible to execute such an order at the stipulated price and

your order may be executed at a worse price (slippage).

26 Liquidation of Open Positions

26.1 Positions may be liquidated or closed out without your consent in the event you fail to meet a margin call warning. Additionally, the

insolvency, default or any market condition affecting any broker involved in your transaction may lead to positions being liquidated or

closed out without your prior consent. In certain circumstances, you may not get back the actual assets which you lodged as collateral and

you may have to accept any available payment in cash.

27 Trading via a Fund Manager

27.1 We do not take any responsibility for third party fund managers, and you agree to hold us, our employees, agents, officers, directors and

shareholders harmless from any losses sustained by you as a result of actions undertaken by such third-party fund managers. Should you

grant a third-party fund manager discretionary trading authority, you grant such authority at your sole and full risk.

28 Insolvency

28.1 Any insolvency or default may lead to positions being liquidated or closed out without your consent. In certain circumstances, you may not

get back the actual assets, which you lodged as collateral and you may have to accept any available payment in cash. Additionally and

unless you are a designated as a Retail Client or Profesisonal Client, you transfer full ownership and title to a portion or all of the money

you deposit with us representing an amount necessary to secure your open positions or cover your actual of future contingent or

prospective obligations (which will be calculated daily at our sole discretion based on your daily open positions and trading and which may

be greater than the margin required to maintain your open positions, as market conditions may dictate). You will not have a proprietary

claim over that portion or any of your money and that portion or any of your money will not be segregated, and you will rank only as a

general creditor of ours with respect to any claim for the payment of such portion of the above described money you deposit which may

therefore be irrecoverable in the event of any insolvency or default.

You should only engage in Rolling Spot Forex, CFDs, Futures and Options or Spread Bets if you are prepared to accept a high degree of risk and in

particular the risks outlined in this Notice. As a Professional Client and Eligible Counterparty, you must be prepared to sustain a loss in excess of

all amounts you have deposited with us as well as any losses, charges (such as interest) and any other amounts (such as costs) we incur in

recovering payment from you.

Sept.21

Standard Terms of Business

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Standard Terms of Business

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